Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows: a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in making a decision to invest in the Company. i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available. o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment. p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 5 contracts
Sources: Subscription Agreement (Rvelocity, Inc.), Subscription Agreement (Shuttle Pharmaceuticals Holdings, Inc.), Subscription Agreement (Shuttle Pharmaceuticals Holdings, Inc.)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 5 contracts
Sources: Subscription Agreement (Nelson Daniel D), Subscription Agreement (Signing Day Sports, Inc.), Subscription Agreement
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed herein and in the other Offering Documents and have carefully read carefully this Agreement and the other Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. Although the Company has expressed an interest in pursuing the IPO, I acknowledge and am aware that: (i) as market conditions fluctuate, the Company’s plan may change such that the IPO is no longer a business objective of the Company; or (ii) the Company may be unable to complete the IPO on acceptable commercial terms, if at all; in either of which cases, the Company would be caused to remain privately held and unable to develop a public market for its shares.
d. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. e. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. f. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. i. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. j. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. l. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. m. I am an “accredited investor” as defined in Section 2(152(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. n. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. o. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. p. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. q. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. r. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 2 contracts
Sources: Subscription Agreement (Reticulate Micro, Inc.), Subscription Agreement (Reticulate Micro, Inc.)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documentsrisk, and I have read and fully understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesShares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesShares. I understand that there is not now, and may not ever be, any market for the Shares. I agree that (i) the purchase of the Shares is a long-term investment; and (ii) I must may have to bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, because the Securities Shares have not been registered under the Securities Act or under the securities laws of any state and, thereforenotwithstanding the registration rights granted herein, the Shares may never by registered and cannot be resold, pledged, assigned assigned, or otherwise disposed of unless they are subsequently registered under the said Securities Act and under applicable securities laws of certain states or an exemption from such registration is availableunder the Securities Act or any state securities Laws. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities that are issued to meShares.
e. (d) I recognize that the SecuritiesShares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. investment I believe that the investment in the Securities Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (e) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition toinformation. Furthermore, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers concerning of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as and to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, . in my judgment, . sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks.
h. (g) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (h) I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documentsfilings and documents. I am not participating in the offer offering as a result of or subsequent to: (i) any advertisement, . article, notice or other communication published in any newspaper, . magazine or similar media or broadcast over television television. radio or radio the Internet; or (ii) any seminar or meeting whose attendees have been invited ‘by any general solicitation or general advertising.
j. (i) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (j) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (k) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securitiesthereunder.
m. (l) I understand that (1i) the Securities Shares and the underlying securities have not been registered under the Securities Act, Act or the securities laws of certain states, states in reliance on specific exemptions from registration, ; (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, ; and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. (m) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (n) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. (o) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
Appears in 2 contracts
Sources: Subscription Agreement (Crown Financial Group Inc), Subscription Agreement (Crown Financial Group Inc)
Investor Representations and Warranties. I acknowledgeOn the date the Investor sends notice of exercise of its NTN Optional Exchange, represent an authorized officer of the Investor shall sign a certificate in which the Investor represents, warrants and warrant to, covenants that at the time of the NTN Optional Exchange the following is true and agree with, the Company as followscorrect:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing (a) The NTN Exchange Shares to be bound received by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may Investor will be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account acquired for investment purposes only for the Investor's own account, not as a nominee or agent, and not with a view to the resale or for sale in connection with the distribution of any part thereof, and that the Securities, nor with any Investor has no present intention of selling selling, granting any participation in or otherwise disposing distributing the same in violation of all any applicable federal or any part of the foregoing securitiesapplicable state securities laws. I agree that I must bear the entire economic risk of my investment for an indefinite period of time becauseThe Investor does not have any contract, among other reasonsundertaking, the Securities have not been registered under the Securities Act agreement or under the securities laws of arrangement with any state andPerson to sell, therefore, cannot be resold, pledged, assigned transfer or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states grant participations to such party or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity any third party with respect to my investment in the CompanyNTN Exchange Shares except for the Investor's registration rights with respect thereto. The Investor has not seen or received any advertisement or general solicitation with respect to the NTN Exchange Shares.
f. I have been given access (b) The Investor believes it has received all the information it considers necessary or appropriate for deciding whether to full and complete information regarding purchase the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable NTN Exchange Shares. The Investor further represents that it has had an opportunity to meet with officers of the Company for the purpose of asking ask questions of, and receiving receive answers from, such officers concerning from NTN regarding the terms and conditions of the offering of the Securities NTN Exchange Shares and the business business, properties, prospects and operations financial condition of the Company and to obtain any additional information, to the extent reasonably availableNTN.
g. I have (c) The Investor acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial and or business matters as to be that it is capable of evaluating the merits and risks of an the investment in the NTN Exchange Shares. The Investor also represents it has not been organized for the purpose of acquiring the NTN Exchange Shares. The Investor acknowledges that it must bear the economic risk of this investment indefinitely unless the NTN Exchange Shares are registered pursuant to the Securities and have obtained, in my judgment, sufficient information Act or an exemption from the Company to evaluate the merits and risks of an investment in the Companyregistration is available. I have not utilized The Investor also understands that there is no assurance that any person as my purchaser representative as defined in Regulation D exemption from registration under the Securities Act will ever be available and that, even if available, such exemption may not allow Investor to transfer all or any portion of the NTN Exchange Shares under the circumstances, in connection with evaluating such merits and risksthe amounts or at the times the Investor might propose.
h. I have relied solely upon my own investigation (d) The Investor is an "accredited investor" within the meaning of Securities and Exchange Commission (the "SEC") Rule 501 of Regulation D, as then in making a decision to invest in the Companyeffect.
i. I have received no representation or warranty (e) The Investor understands that the NTN Exchange Shares are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company or any of its officers, directors, employees or agents NTN in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am a transaction not participating in the offer as involving a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the public offering and other matters pertaining to my investment that under such laws and all applicable regulations such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it NTN Exchange Shares may be resold without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of registration under the Securities Act and only in certain limited circumstances. In this connection, the Investor represents that it is familiar with Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered 144 under the Securities Act, or as then in effect, understands the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, resale limitations imposed thereby and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act Act, and certain state securities laws.
n. I understand understands that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities NTN Exchange Shares may not currently be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is availableresold in reliance upon Rule 144.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 2 contracts
Sources: Investor Rights Agreement (NTN Communications Inc), Investor Rights Agreement (NTN Communications Inc)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Units nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesUnits. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities certificates to be issued. I acknowledge that are issued no public market may develop for the Warrants.
(d) I further acknowledge my understanding that the Company’s reliance on such exemptions referred to in subsection (c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Units for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Units subscribed for hereby to me.
e. I recognize , it is agreed that the SecuritiesCompany will have no obligation to recognize the ownership, beneficial or otherwise, of such Units or any part thereof by anyone, except as an investment, involve a high degree of risk including, but not limited to, set forth herein;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under ;
(g) I: _________________
(1) Have carefully read this Subscription Agreement and the Company’s Form 10-K for the Company’s fiscal year ended June 30, 2009, and all subsequent filings filed with the Securities Act in connection with evaluating such merits and risks.
h. I Exchange Commission and press releases contained on the Company’s website and understand and have evaluated the risks of a purchase of the Units and have relied solely upon my own investigation (except as indicated in making a decision to invest subsection (2) and (3)) on the information contained in the Company.this Subscription Agreement;
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise2) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have Have been provided an opportunity to obtain any additional information concerning the offering and Offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Securities Act Offering and in other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 501 promulgated thereunder and have attached 3E-500.05(a) thereunder, I may have, at the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk offices of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(j) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(l) I have not received any general solicitation or advertising regarding the purchase of the Units and became aware of this investment through a substantive, pre-existing relationship with the Company; and
(m) Where applicable, I agree to be bound by any restrictions on resale of the Units required by applicable state laws.
Appears in 2 contracts
Sources: Subscription Agreement (GelTech Solutions, Inc.), Subscription Agreement (GelTech Solutions, Inc.)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documentssuch agreement.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securitiesthe Shares, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesShares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities Shares that are may be issued to me.
e. Except as described in my Investor Questionnaire, I am not a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of FINRA; and I do not own any stock or other interest in any member of FINRA (other than interests acquired in open market purchases).
f. I recognize that the SecuritiesShares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documentssatisfaction, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. i. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. j. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documentsbusiness. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. l. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. m. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statuscategory. I can bear the entire economic risk of the investment in the Securities Shares for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-early stage publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. n. I understand that (1) the Securities Shares have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. o. I understand that (1) since neither the offer nor sale of the Securities Shares has been registered under the Securities Act or the securities laws of any state, the Securities Shares may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (2) it is not anticipated that there will be any market for the resale of the Shares.
o. p. I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. q. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. r. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 2 contracts
Sources: Subscription Agreement (Andatee China Marine Fuel Services Corp), Subscription Agreement (Andatee China Marine Fuel Services Corp)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and 2006 Annual Report. I have read carefully the Offering Documents, Documents and 2006 Annual Report and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering DocumentsBridge Note and Security Agreement, which are included in the Term Sheet, and my signature on this Subscription Agreement is deemed to be a signature on the Term Sheet.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of SecuritiesUnits, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (d) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesUnits, the Bridge Notes, Bridge Shares, or the shares of common stock issuable upon conversion of the Bridge Notes, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units, the Bridge Notes, Bridge Shares or the shares of common stock issuable upon conversion of the Bridge Notes. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities Units that are may be issued to me, as well as the Bridge Notes, Bridge Shares, and shares of common stock issuable upon conversion of the Bridge Notes.
e. (e) Except as described in my Investor Questionnaire, I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases).
(f) I recognize that the SecuritiesUnits, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (g) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, 2006 Annual Report and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. (i) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (j) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsDocuments and 2006 Annual Report. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statuscategory. I can bear the entire economic risk of the investment in the Securities Units for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act of 1933, as amended. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. (n) I understand that (1) the Securities Units and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. (o) I understand that (1) since neither the offer nor sale of the Securities Units has been registered under the Securities Act or the securities laws of any state, the Securities Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (2) it is not anticipated that there will be any market for the resale of the Units.
o. (p) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (q) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. (r) The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 2 contracts
Sources: Subscription and Registration Rights Agreement, Subscription and Registration Rights Agreement (Quantum Group Inc /Fl)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documentsrisk, and I have read and fully understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documentsdocument.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities for my own account Shares for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesShares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesShares. I understand that there is not now, and may not ever be, any market for the Shares. I agree that (i) the purchase of the Shares is a long-term investment; and (ii) I must may have to bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, because the Securities Shares have not been registered under the Securities Act or under and that the securities laws of any state and, therefore, Shares may never by registered and cannot be resold, pledged, assigned assigned, or otherwise disposed of unless they are subsequently registered under the said Securities Act and under applicable securities laws of certain states or pursuant to an exemption from such registration is availableunder the Securities Act or any state securities laws. I hereby authorize the Company to place a restrictive legend as follows on the Securities that are issued to meShares. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE COMPANY’S COUNSEL THAT REGISTRATION IS NOT REQUIRED.”
e. (d) I recognize that the SecuritiesShares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my the Investor’s investment. I believe that the investment in the Securities Shares is suitable for me based upon my investment objectives and financial needs, and I have the Investor has adequate means for providing for my its current financial needs and contingencies and have has no need for liquidity with respect to my its investment in the Company.
f. (e) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition toinformation. Furthermore, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers concerning of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have (f) Investor has such knowledge and experience in financial and business matters as and to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, obtained in my judgment, its judgment sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks.
h. (g) I have relied solely upon my own investigation investigation, and the warranties and representations of the Company made herein and in the Related Agreements in making a decision to invest in the Company.
i. (h) I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my the investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than except as expressly set forth in the Offering Documentsherein. I am not participating in purchasing the offer Shares as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television television, radio or radio the Internet; or (ii) any seminar or meeting whose attendees have been invited ‘by any general solicitation or general advertising.
j. (i) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my the investment and all such questions have been answered to my full satisfaction.
k. (j) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (k) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securitiesthereunder.
m. (l) I understand that (1i) the Securities Shares have not been registered under the Securities Act, Act or the securities laws of certain states, states in reliance on specific exemptions from registration, ; (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, ; and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. (m) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the (n) Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity Investor has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. (o) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disabilitysubscription.
Appears in 2 contracts
Sources: Subscription and Stock Sale Agreement (Crown Financial Group Inc), Subscription and Stock Sale Agreement (Crown Financial Group Inc)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early early-stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 2 contracts
Sources: Subscription Agreement (Kairos Pharma, LTD.), Subscription Agreement (Kairos Pharma, LTD.)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Offering and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to (but not limited to: ): (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or on the Internet or broadcast over television television, radio or radio the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(152(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 2 contracts
Sources: Subscription Agreement (Reticulate Micro, Inc.), Subscription Agreement (RoyaLand Co Ltd.)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesSecurities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the CompanyCompany and the Securities. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer Offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 2 contracts
Sources: Subscription Agreement (Syra Health Corp), Subscription Agreement (Syra Health Corp)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment ownership of the Shares involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Shares nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesShares. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have Shares has not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are it has subsequently been registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities Shares.
(d) I further acknowledge my understanding that are issued the Company’s reliance on such exemptions referred to in subsection (c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Shares for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Shares subscribed for hereby to me.
e. I recognize , it is agreed that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and will have no need for liquidity with respect obligation to my investment in recognize the Company.ownership, beneficial or otherwise, of such Shares or any part thereof by anyone, except as set forth herein;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (e) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.;
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwisef) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. (g) I am an “accredited investor” as defined in Section 2(15) of have been given the Securities Act opportunity to ask questions of, and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companiesreceive answers from, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect concerning the terms and conditions and other matters pertaining to such securities.
m. this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I understand that (1) may have, at the Securities have not been registered under the Securities Act, or the securities laws offices of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(j) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida or other state law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(l) I have not received any general solicitation or advertising regarding the purchase of the Shares and became aware of this investment through a substantive, pre-existing relationship with the Company; and
(m) Where applicable, I agree to be bound by any restrictions on resale of the Shares required by applicable state laws.
Appears in 1 contract
Sources: Subscription Agreement (Radiant Creations Group, Inc.)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, to the Company and EarlyBirdCapital as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations 7.1 Obligations of the Company and the total loss Investor. The Company has no obligation to me other than as set forth in this Agreement, including but not limited to the obligations described in Section 7.1 of my investmentSCHEDULE 1. I believe have read and agree to the restrictions set forth in Section 5 of SCHEDULE 1. I am aware that, except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith will survive my death or disability. In order to induce the Company to issue and sell the Securities to me, I represent and warrant that the investment information relating to me stated herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Securities becomes effective. If, prior to the final consummation of the offer and sale of the Securities, there should be any change in such information or any of such information becomes incorrect or incomplete, I agree to notify the Securities is suitable for me based upon my investment objectives Company and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity supply the Company promptly with respect to my investment in corrective information.
7.2 Information About the Company.
f. (a) I have read the Confidential Private Placement Memorandum dated August 8, 2000 relating to the Offering ("Memorandum") and all exhibits listed therein and fully understand the Memorandum, including the Section entitled "Risk Factors" and its exhibits. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying the information included in, in the Offering DocumentsMemorandum and exhibits thereto, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking reasonable questions of, and receiving answers from, of such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and all such questions have been answered to my full satisfaction. I have also been given an opportunity to obtain any additional information, relevant information to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as available to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under received all information and materials regarding the Securities Act in connection with evaluating such merits and risks.
h. Company that I have relied solely upon reasonably requested. After my own investigation in making a decision reading of the materials about the Company, I understand that there is no assurance as to invest in the future performance of the Company.
i. (b) I have received no representation or warranty from the Company or EarlyBirdCapital or any of its their respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsCompany. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television television, radio or radio the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Sources: Subscription Agreement (Video Network Communications Inc)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Shares nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesShares. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities certificates to be issued.
(d) I further acknowledge my understanding that are issued the Company’s reliance on such exemptions referred to in subsection (c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Shares for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Shares subscribed for hereby to me.
e. I recognize , it is agreed that the SecuritiesCompany will have no obligation to recognize the ownership, beneficial or otherwise, of such Shares or any part thereof by anyone, except as an investment, involve a high degree of risk including, but not limited to, set forth herein;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under ;
(g) I: _________________
(1) Have carefully read this Subscription Agreement and the Company’s Form 10-K for the Company’s fiscal year ended June 30, 2011, and all subsequent filings filed with the Securities Act in connection with evaluating such merits and risks.
h. I Exchange Commission and press releases contained on the Company’s website and understand and have evaluated the risks of a purchase of the Shares and have relied solely upon my own investigation (except as indicated in making a decision to invest subsection (2) and (3)) on the information contained in the Company.this Subscription Agreement;
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise2) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have Have been provided an opportunity to obtain any additional information concerning the offering and Offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Securities Act Offering and in other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 501 promulgated thereunder and have attached 3E-500.05(a) thereunder, I may have, at the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk offices of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(j) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(l) I have not received any general solicitation or advertising regarding the purchase of the Shares and became aware of this investment through a substantive, pre-existing relationship with the Company; and
(m) Where applicable, I agree to be bound by any restrictions on resale of the Shares required by applicable state laws.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, Documents and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Commission Documents.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of SecuritiesUnits, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (d) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesUnits, the Debentures, the Warrants, or the shares of Common Stock or other securities issuable upon conversion of the Debentures and exercise of the Warrants, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units, the Debentures, or the shares of Common Stock or other securities issuable upon conversion of the Debentures and exercise of the Warrants, except in compliance with securities law. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities Units that are may be issued to me, as well as the Debentures, Warrants, and shares of Common Stock or other securities issuable upon conversion of the Debentures and exercise of the Warrants.
e. (e) I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases).
(f) I recognize that the SecuritiesUnits, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (g) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsDocuments and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. (i) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (j) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statusthereunder. I can bear the entire economic risk of the investment in the Securities Units for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-small publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Act, as amended. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. (n) I understand that (1i) the Securities Units and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. (o) I understand that (i) since neither the offer nor sale of the Securities Units has been registered under the Securities Act or the securities laws of any state, the Securities Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (ii) it is not anticipated that there will be any market for the resale of the Units.
o. (p) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (q) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. (r) The information contained in my Investor Questionnaireherein, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:: EQUITIES MEDIA ACQUISTION CORP INC.
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, Documents and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Term Sheet and Preferred Stock which are included in the Offering Documents, and my signature on this Subscription Agreement is deemed to be a signature on the Term Sheet.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of SecuritiesUnits, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (d) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesUnits, the Preferred Stock, or the Common Stock, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units, the Preferred Stock, or the Common Stock. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities Units that are may be issued to me, as well as the Preferred Stock and Common Stock.
e. (e) Except as described in my Investor Questionnaire, I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases).
(f) I recognize that the SecuritiesUnits, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (g) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsDocuments and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. EQUITIES MEDIA ACQUISTION CORP INC.
g. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. (i) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (j) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statuscategory. I can bear the entire economic risk of the investment in the Securities Units for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act of 1933, as amended. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. (n) I understand that (1) the Securities Units and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. (o) I understand that (1) since neither the offer nor sale of the Securities Units has been registered under the Securities Act or the securities laws of any state, the Securities Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (2) it is not anticipated that there will be any market for the resale of the Units. EQUITIES MEDIA ACQUISTION CORP INC.
o. (p) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (q) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. (r) The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as risk, certain of which risks are disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement Risk Factors attached hereto as Annex B. I am agreeing to be bound by all of aware that the terms Company commenced its present business in October 2002, has incurred significant losses during each fiscal year thereafter and conditions of the Offering Documentsneeds additional financing.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase making the loan to the Company and my receipt of Securitiesthe Warrants, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (d) I am purchasing making the Securities loan for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Note, the Warrants, or the shares of the Company’s Common Stock, $.01 par value per share issuable upon conversion of the Note or the exercise of the Warrants (collectively, the “Securities”), nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesSecurities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, none of the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that the Company is under no obligation to register any of the Securities on my behalf or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws. I hereby authorize the Company to place a restrictive legend denoting the foregoing restrictions on any of the Securities that are issued to meSecurities.
e. (e) I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases).
(f) I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I further understand that none of the Company’s assets have been pledged as security for the Note. I believe that the an investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the CompanySecurities.
f. (g) I have been given access to full and complete information regarding the Company and the Securities and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documentsinformation, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering issuance of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment making the loan, and thereby investing in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the CompanySecurities. I have not utilized any person as my purchaser representative as defined in Regulation D under promulgated by the Securities Exchange Commission pursuant to the Securities Act in connection with evaluating such merits and risks.
h. (i) I have relied solely upon my own investigation in making a decision to invest in the CompanySecurities.
i. (j) I have received no representation or warranty from the Company or any of its respective officers, directors, employees employees, consultants or agents in respect of my investment in the Company Securities and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth contained herein or in the Offering DocumentsSEC Filings. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering of the Securities and other matters pertaining to my investment in the Securities and all such questions have been answered to my full satisfaction.
k. (l) I have been provided an opportunity to obtain any additional information concerning the offering Securities and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securitiesthereunder.
m. (n) I understand that (1i) the Securities have not been registered under the Securities Act, or the securities laws of certain states, any state in reliance on specific exemptions from registration, (2ii) no securities administrator of any state or the federal government has recommended or endorsed this the offering of Securities or made any finding or determination relating to the fairness of an investment in the Company, Company and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. (o) I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. (p) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company Securities in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (q) If the Investor undersigned is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. (r) The information contained in my Accredited Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing consummation of the offeringtransactions contemplated hereby, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Note for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Note nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesNote. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have Note has not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are it has subsequently been registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities Note.
(d) I further acknowledge my understanding that are issued the Company’s reliance on such exemptions referred to in subsection (c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Note for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Note subscribed for hereby to me.
e. I recognize , it is agreed that the SecuritiesCompany will have no obligation to recognize the ownership, beneficial or otherwise, of such Note or any part thereof by anyone, except as an investment, involve a high degree of risk including, but not limited to, set forth herein;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Note and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I ;
(g) I:
(1) have not utilized any person as my purchaser representative as defined in Regulation D under carefully read this Subscription Agreement, the Term Sheet, the Note and the Company’s Form 10-K for the Company’s year ended December 31, 2012, the Form10-Q for the quarter ended March 31, 2013, and all subsequent filings filed with the Securities Act in connection with evaluating such merits and risks.
h. I Exchange Commission and press releases contained on the Company’s website and understand and have evaluated the risks of a purchase of the Note and have relied solely upon my own investigation (except as indicated in making a decision to invest subsection (2) and (3)) on the information contained in the Company.this Subscription Agreement;
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise2) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) of have been given the Securities Act opportunity to ask questions of, and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companiesreceive answers from, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect concerning the terms and conditions and other matters pertaining to such securities.
m. this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I understand that (1) may have, at the Securities have not been registered under the Securities Act, or the securities laws offices of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(j) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida or other state law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(l) I have not received any general solicitation or advertising regarding the purchase of the Note and became aware of this investment through a substantive, pre-existing relationship with the Company; and
(m) Where applicable, I agree to be bound by any restrictions on resale of the Note required by applicable state laws.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of SecuritiesUnits, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (d) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesUnits or the shares of common stock, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units or the shares of common stock. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities Units that are may be issued to me, as well as the shares of common stock.
e. (e) Except as described in my Investor Questionnaire, I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases).
(f) I recognize that the SecuritiesUnits, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (g) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsDocuments and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. (i) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (j) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (m) I am an “"accredited investor” " as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statusthereunder. I can bear the entire economic risk of the investment in the Securities Units for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act of 1933, as amended. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. (n) I understand that (1) the Securities Units and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. (o) I understand that (1) since neither the offer nor sale of the Securities Units has been registered under the Securities Act or the securities laws of any state, the Securities Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (2) it is not anticipated that there will be any market for the resale of the Units.
o. (p) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (q) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. (r) The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed herein and in the other Offering Documents and have carefully read carefully this Agreement and the other Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that the Company may never pursue an initial public offering and may be unable to develop a market for the Shares.
d. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. e. I am purchasing the Securities Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesShares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities Shares that are issued to me.
e. f. I recognize that the SecuritiesShares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Offering and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. i. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. j. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to (but not limited to: ): (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or on the Internet or broadcast over television television, radio or radio the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. l. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. m. I am an “accredited investor” as defined in Section 2(152(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities Shares for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. n. I understand that (1) the Securities Shares have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. o. I understand that since neither the offer nor sale of the Securities Shares has been registered under the Securities Act or the securities laws of any state, the Securities Shares may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. p. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. q. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. r. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent represent, and warrant to, and agree with, the Company (and GKN may rely thereon) as follows:
a. (1) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents Term Sheet and have carefully read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of Term Sheet including the terms and conditions of the Offering Documents.section thereof entitled "Risk Factors;"
b. (2) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. (3) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, Units and the Company has and GKN have advised me to seek the advice of experts in such areas prior to making this investment.;
d. (4) I acknowledge that there can be no assurance that the Company will file the Registration Statement for its proposed GKN Offering, that such Registration Statement will be declared effective by the Commission or, if declared effective, that the Company successfully will close the proposed GKN Offering. If the proposed GKN Offering is not closed and the Company does not receive alternative financing, which it does not anticipate, the Company may not have the funds to pay the Notes or to fund the Company's operating expenses;
(5) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Units or the Notes or the Warrants contained in the Units nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesUnits, the Notes or the Warrants. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned assigned, or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that, other than as described herein, the Company is under no obligation to register the Units on my behalf or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, give, or otherwise dispose of, either publicly or privately, the Units or any securities underlying the Units during the Holding Period without the prior written consent of GKN. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Note and the Warrants to be issued;
(6) I am not a member of the National Association of Securities that are issued Dealers, Inc. ("NASD"). I have not, for a period of 12 months prior to me.the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD. I do not own stock or other interest in, and I am not a creditor of, any member of the NASD (other than interests acquired in open market purchases);
e. (7) I recognize that have the Securities, as an investment, involve a high degree of risk including, but not limited to, financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its complete loss), and I have adequate means for providing for my current financial needs and contingencies personal contingencies, and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (8) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.;
h. (9) I have relied solely upon my own investigation in making a decision to invest in the Company.;
i. (10) I have received no representation or warranty from the Company or the Placement Agent or any of its their respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsTerm Sheet. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio radio; or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.;
j. (11) I have had full opportunity to ask questions of and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.;
k. (12) I have been provided an opportunity to obtain any additional information concerning the offering and offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.;
l. (13) I am an “"accredited investor” " as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.thereunder;
m. (14) I understand that (1i) the Securities Units have not been registered under the Securities Act, Act or the securities laws of certain states, states in reliance on specific exemptions from registrationregistration thereunder, (2ii) no securities administrator of any state or the federal Federal government has recommended or endorsed this offering or made any finding findings or determination relating to the fairness of an investment in the Company, and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.referred to in clause (i) hereto;
n. (15) I understand that (i) since neither the offer nor sale of the Securities Units has been registered under the Securities Act or the securities laws of any state, the Securities Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available., (ii) it is not anticipated that there will be any market for the resale of the Units, and (iii) except as set forth herein, the Company has no obligation or intention to register the Notes and the Warrants (including the Common Stock underlying the Warrants) or the Units under the Securities Act or the securities laws of any states, or to take action so as to permit sales of the Units pursuant thereto;
o. (16) I have had the opportunity understand that I am urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.;
p. (17) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (18) The information contained in my Investor Purchaser Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement Agreement, and, if there should be any material change in such information prior to the Closing of the offeringClosing, I will promptly furnish such revised or corrected information to the Company. ;
(19) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate terminate, or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability; and
(20) I acknowledge that, in order to obtain Nasdaq listing for the Common Stock, it may be necessary for (i) the Holding Period to be made absolute and unconditional and extended for up to one additional year, and (ii) the Public Warrants and Common Stock underlying the Public Warrants held by me to be excluded or withdrawn from any Registration Statement filed in connection with the GKN Offering.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement . I am agreeing to be bound by all of aware that the terms and conditions of the Offering DocumentsCompany has limited capital.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor Shares and not with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned assigned, or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize understand that the Company is under no obligation to place a restrictive legend register the Shares on my behalf, or to assist me in complying with any exemption from such registration under the Securities that are issued to meAct or any state securities laws.
e. d. I recognize that the SecuritiesShares, as an investment, involve a an extremely high degree of risk including, but not limited towithout limitation, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. My investment in the Shares represents less than 10% of my net worth.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. e. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks. I am knowledgeable about and experienced in investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
h. f. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. g. I have received no representation or warranty from the Company or any of its respective officers, directors, employees employees, or agents in with respect of to my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth herein or in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. h. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering for the Shares and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. I acknowledge and agree that (i) the assumptions underlying any projections in the Documents, if any, are reasonable, (ii) the future performance of the Company is subject to numerous factors outside the control of the Company which factors may adversely affect the Company, the Company's financial condition and results of operations, and the Company's ability to achieve economic goals, and (iii) any such projections do not necessarily reflect the future performance of the Company.
k. i. I have been provided an opportunity to obtain any additional information concerning the offering for the Shares and the Company Company, and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. j. It has never been represented, guaranteed or warranted by any broker, the Company, any of the officers, directors, stockholders, partners, employees or agents of either, or any other persons, whether expressly or by implication, that:
i. The Company or the Investor will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company's activities or the Investor's investment in the Company; or
ii. The past performance or experience of the management of the Company, or any other person, will in any way indicate the predictable results of the ownership of the Shares or of the Company's activities.
k. I am an “"accredited investor” " as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have executed the attached the completed Accredited Confidential Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securitiesQuestionnaire.
m. l. I understand that (1i) the Securities Shares have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering for the Shares or made any finding or determination relating to the fairness of an investment in the Company, and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. m. I understand that (i) since neither the offer nor sale of the Securities Shares has been registered under the Securities Act or the securities laws of any state, the Securities Shares may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (ii) it is not anticipated that there will be any market for the resale of the Shares.
o. n. I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs needs. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of the Shares, and with respect the Company has advised me to seek the legal and tax implications advice of experts in such areas prior to making this investment.
p. o. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Keogh Plan, or other tax-exempt entity, it is authorized and qualified to qualifi▇▇ ▇▇ become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. p. The information contained in my Investor Questionnairethis Agreement, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offeringClosing, I will shall furnish such revised or corrected information to the Company. .
q. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate terminate, or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
r. I hereby confirm and agree that all the Shares of the Company issued to me pursuant to this Agreement shall be subject to the following transfer restrictions: Subject to compliance with securities laws and the terms of any agreements among the Company and its stockholders, I may sell or otherwise transfer Shares (or Common Stock issued upon conversion of Shares). However, no Shares (or Common Stock issued upon conversion of Shares) may be transferred to a competitor of the Company or a person that has a strategic conflict with the Company's business, as determined by the Company in its reasonable discretion. 8.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, Documents and I understand that by signing this Subscription and Registration Rights Agreement I am agreeing to be bound by all of the terms and conditions of the Financing Agreement, Bridge Note and Security Agreement, which are included in the Offering Documents, and my signature on this Subscription and Registration Rights Agreement is deemed to be a signature on the Financing Agreement.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of SecuritiesNotes, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (d) I am purchasing the Securities Notes for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesNotes, or the shares of common stock issuable upon repayment of the Notes, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Notes have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Notes or the shares of common stock issuable upon repayment of the Notes. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities Notes that are may be issued to me, as well as the shares of common stock issuable upon repayment of the Notes.
e. (e) Except as described in my Investor Questionnaire, I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription and Registration Rights Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases).
(f) I recognize that the SecuritiesNotes, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Notes is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (g) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsDocuments and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Notes and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Notes and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. (i) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (j) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statuscategory. I can bear the entire economic risk of the investment in the Securities Notes for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am acquiring the Notes for my own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act of 1933, as amended. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. (n) I understand that (1) the Securities Notes and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. (o) I understand that (1) since neither the offer nor sale of the Securities Notes has been registered under the Securities Act or the securities laws of any state, the Securities Notes may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (2) it is not anticipated that there will be any market for the resale of the Notes.
o. (p) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (q) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription and Registration Rights Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. (r) The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription and Registration Rights Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Sources: Subscription and Registration Rights Agreement (Quantum Group Inc /Fl)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that have been urged to seek independent advice from my professional advisors relating to the suitability of an investment involves a high degree of risk as disclosed in the Offering Documents Company in view of my overall financial needs and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as with respect to the future performance legal and tax implications of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (b) I am purchasing the Securities Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesShares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, pledge, encumber, give or otherwise voluntarily dispose of, either publicly or privately, the Shares. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities Shares that are may be issued to me.
e. (c) I recognize fully understand that the Securities, as an investment, involve Shares are a speculative investment which involves a high degree of risk includingof the loss of my entire investment. I fully understand the nature of the risks involved in purchasing the Shares and I am qualified by my knowledge and experience to evaluate investments of this type. I have carefully considered the potential risks relating to the Company and purchase of its securities and have, but not limited toin particular, reviewed each of the risk risks set forth in the SEC Documents. Both my advisors and I have had the opportunity to ask questions of economic losses and receive answers from operations representatives of the Company or persons acting on its behalf concerning the Company and the total loss terms and conditions of a proposed investment in the Company and my investmentadvisors and I have also had the opportunity to obtain additional information necessary to verify the accuracy of information furnished about the Company. Accordingly, I have independently evaluated the risks of purchasing the Shares.
(d) I believe that the investment in the Securities Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (e) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. (f) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (g) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and in making my investment in the Shares I have received no not relied upon any information (written or otherwise) from them relating to the Company or its business this offering other than as set forth in the Offering SEC Documents. .
(h) I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (i) I am an “accredited investor” as that term is defined in Section 2(15) Rule 501 of Regulation D of the Securities Act Act. One or more of the categories set forth in Exhibit 1 hereto correctly and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time all respects describes me, and I am knowledgeable about and experienced in making investments in have so indicated by signing on the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter blank line or lines following a conduit for sale to the public or to others of unregistered securities, directly or indirectly, category on behalf of the Company or any person with respect to each such securitiesExhibit which so describes it.
m. (j) I understand that (1i) the Securities Shares have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. (k) I understand that since neither the offer nor sale of the Securities Shares has been registered under the Securities Act or the securities laws of any state, the Securities Shares may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (l) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. (m) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed herein and in the Offering Documents Subscription Package and have read carefully the Offering DocumentsSubscription Package, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of herein and in the Offering DocumentsSubscription Package.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsSubscription Package, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company Company, and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsSubscription Package. I am not participating in the offer offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment investment, and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(152(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Representation and Suitability Questionnaire that is included in this Agreement to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time time, and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early early-stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Representation and Suitability Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement Agreement, and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documentsrisk, and I have read and fully understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesShares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesShares. I understand that there is not now, and may not ever be, any market for the Shares. I agree that (i) the purchase of the Shares is a long-term investment; and (ii) I must may have to bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, because the Securities Shares have not been registered under the Securities Act or under the securities laws of any state and, thereforenotwithstanding the registration rights granted herein, the Shares may never by registered and cannot be resold, pledged, assigned assigned, or otherwise disposed of unless they are subsequently registered under the said Securities Act and under applicable securities laws of certain states or an exemption from such registration is availableunder the Securities Act or any state securities Laws. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities that are issued to meShares.
e. (d) I recognize that the SecuritiesShares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. investment I believe that the investment in the Securities Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (e) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition toinformation. Furthermore, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers concerning of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as and to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, . in my judgment, . sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks.
h. (g) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (h) I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer offering as a result of or subsequent to: (i) any advertisement, . article, notice or other communication published in any newspaper, . magazine or similar media or broadcast over television television. radio or radio the Internet; or (ii) any seminar or meeting whose attendees have been invited ‘by any general solicitation or general advertising.
j. (i) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (j) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (k) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securitiesthereunder.
m. (l) I understand that (1i) the Securities Shares and the underlying securities have not been registered under the Securities Act, Act or the securities laws of certain states, states in reliance on specific exemptions from registration, ; (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, ; and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. (m) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (n) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. (o) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documentsrisk, and I have read and fully understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesShares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesShares. I agree that that: (i) the purchase of the Shares is a long-term investment; and (ii) I must may have to bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, because the Securities Shares have not been registered under the Securities Act or under Act, the securities laws of any state and, therefore, Shares may never by registered and cannot be resold, pledged, assigned assigned, or otherwise disposed of unless they are subsequently registered under the said Securities Act and under applicable securities laws of certain states or an exemption from such registration is availableunder the Securities Act or any state securities laws. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities that are issued to meShares.
e. (d) I recognize that the SecuritiesShares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (e) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition toadditional information. Furthermore, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under promulgated by the SEC pursuant to the Securities Act in connection with evaluating such merits and risks.
h. (g) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (h) I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in purchasing the offer Shares as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television television, radio or radio the Internet; or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (i) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (j) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (k) I am an “"accredited investor” " as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securitiesthereunder.
m. (l) I understand that (1i) the Securities Shares have not been registered under the Securities Act, Act or the securities laws of certain states, states in reliance on specific exemptions from registration, ; (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering the Shares or made any finding or determination relating to the fairness of an investment in the Company, ; and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. (m) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (n) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. (o) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Sources: Subscription Agreement (Meyerson M H & Co Inc /Nj/)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of SecuritiesUnits, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (d) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesUnits, the Notes, the Shares, or the shares of Common Stock issuable upon conversion of the Notes and in payment of interest, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not, except in compliance with law, sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units, the Notes, the Shares, or the shares of Common Stock issuable upon conversion of the Notes and in payment of interest. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities Units that are may be issued to me, as well as the Notes, Shares, and shares of Common Stock issuable upon conversion of the Notes and in payment of interest.
e. (e) I recognize that the SecuritiesUnits, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (f) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsDocuments and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (g) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. (h) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (i) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (j) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (k) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (l) I am an “"accredited investor” " as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statusthereunder. I can bear the entire economic risk of the investment in the Securities Units for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act of 1933, as amended. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. (m) I understand that (1i) the Securities Units and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. (n) I understand that (i) since neither the offer nor sale of the Securities Units has been registered under the Securities Act or the securities laws of any state, the Securities Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (ii) it is not anticipated that there will be any market for the resale of the Units.
o. (o) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (p) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. (q) The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company.
(r) Neither the Investor or any person acting on its behalf or at its direction will engage in any short sale hypothecation or other similar transaction with the Company's Common Stock. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Shares nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesShares. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities certificates to be issued. I acknowledge that are issued no public market may develop for the Shares.
(d) I further acknowledge my understanding that the Company’s reliance on such exemptions referred to in subsection (c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Shares for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Shares subscribed for hereby to me.
e. I recognize , it is agreed that the SecuritiesCompany will have no obligation to recognize the ownership, beneficial or otherwise, of such Shares or any part thereof by anyone, except as an investment, involve a high degree of risk including, but not limited to, set forth herein;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I ;
(g) I: _________________
(1) Have carefully read this Subscription Agreement and the Company’s Securities and Exchange Commission (“SEC”) filings and all subsequent filings filed with the SEC and have not utilized any person as my purchaser representative as defined in Regulation D under evaluated the Securities Act in connection with evaluating such merits risks of a purchase of the Shares and risks.
h. I have relied solely upon my own investigation (except as indicated in making a decision to invest subsection (2) and (3)) on the information contained in the Company.this Subscription Agreement;
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise2) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have Have been provided an opportunity to obtain any additional information concerning the offering and offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Securities Act offering and in other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 501 promulgated thereunder and have attached 3E-500.05(a) thereunder, I may have, at the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk offices of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(j) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(l) Where applicable, I agree to be bound by any restrictions on resale of the Shares required by applicable state laws.
Appears in 1 contract
Sources: Subscription Agreement (BTCS Inc.)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, to the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations 7.1 Obligations of the Company and the total loss Investor. The Company has no obligation to me other than as set forth in this Agreement, including but not limited to the obligations described in Section 7.1 of my investmentSchedule 1. I believe have read and agree to the restrictions set forth in Section 7.1 of Schedule 1. I am aware that, except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith will survive my death or disability. In order to induce the Company to issue and sell the Notes and Warrants to me, I represent and warrant that the investment information relating to me stated herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Notes and Warrants becomes effective. If, prior to the final consummation of the offer and sale of the Notes and Warrants, there should be any change in such information or any of such information becomes incorrect or incomplete, I agree to notify the Securities is suitable for me based upon my investment objectives Company and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity supply the Company promptly with respect to my investment in corrective information.
7.2 Information About the Company.
f. (a) I have read the Memorandum and all exhibits listed therein and fully understand the Memorandum, including the Section entitled "Risk Factors" and its exhibits. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying the information included in, in the Offering DocumentsMemorandum and exhibits thereto, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking reasonable questions of, and receiving answers from, of such officers concerning the terms and conditions of the offering of the Securities Notes and Warrants and the business and operations of the Company and all such questions have been answered to my full satisfaction. I have also been given an opportunity to obtain any additional information, relevant information to the extent reasonably available.
g. available to the Company. I have such knowledge received all information and experience in financial and business matters materials regarding the Company that I have reasonably requested. After my reading of the materials about the Company, I understand that there is no assurance as to be capable the future performance of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined relied on information other than what can be found in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation Memorandum in making a my decision to invest in the CompanyNotes and Warrants.
i. (b) I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsCompany. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television television, radio or radio the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledgeEach of the undersigned Investors hereby make each and every one of the following representations and warranties and each of the representations and warranties set forth on Exhibit A as if such exhibit were set forth herein in its entirety:
(a) Investor has the full right, represent power and warrant authority to enter into this Agreement and to carry out and consummate the transactions contemplated herein. This Agreement constitutes the legal, valid and binding obligation of the Investor.
(b) Investor covenants represents and warrants that the Securities are being purchased for the Investor’s own account and for investment purposes only, and without the intention of reselling or redistributing the same; he or she will not, and has made no agreement to, and agree withresell the Securities for a period of twelve (12) months from the date such securities are issued, unless a registration is declared effective for the Company as follows:
a. I am resale of such shares, or a suitable opinion of counsel is provided to the company that registration is not required. The Investor is aware that my investment involves a high degree of risk as disclosed that, in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all view of the terms and conditions SEC, a purchase of such Securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market value, or any change in the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance condition of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me , or in connection with my purchase a contemplated liquidation settlement of any loan obtained for the acquisition of such securities and for which such Securities were pledged, would represent an intent inconsistent with the representations set forth above. The Investor further represents and agrees that if, contrary to the foregoing intentions, the Investor should later desire to dispose of or transfer any of such securities in any manner, the Investor shall not do so unless and until (i) said Securities shall have first been registered under the Act and all applicable securities laws; or (ii) the Investor shall have first delivered to the Company a written notice declaring such holder's intention to effect such transfer and describe in sufficient detail the manner and circumstances of the proposed transfer, which notice shall be accompanied either by a written opinion of legal counsel who shall be reasonably satisfactory to the Company, which opinion shall be addressed to the Company and reasonably satisfactory in form and substance to the Company's counsel, to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable state securities laws, or by a "no action" letter from the SEC to the effect that the transfer of the Securities without registration will not result in recommendation by the staff of the Commission that action be taken with respect thereto.
(c) Seller acknowledges and agrees that all share certificates issued for the Securities purchased pursuant to this Agreement will bear the restrictive legend provided for by Section 1.03 and that the Company's transfer agent will not authorize the transfer of such Securities, and the Company has advised me in whole or in part, unless pursuant to seek the advice of experts in such areas prior a registration statement or pursuant to making this investmentan applicable exemption from registration.
d. I am purchasing (d) Investor covenants not to engage in hedging transactions unless in compliance with the Act.
(e) Investor has reviewed this Agreement and Exhibit A attached hereto.
(f) Investor has the financial ability to bear the economic risk of Investor's investment, can afford to sustain a complete loss of such investment, has adequate means of providing for Investor's current needs and personal contingencies and has no need for liquidity in Investor's Investment in the Company. (g) Investor will acquire the Securities for my Investor's own account (or for the joint account of Investor and Investor's spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment purposes only and not with a view to the sale or distribution thereof or the granting of any participation therein, and Investor has no present intention of distributing or selling to others any of such interest or granting any participation therein, other than pursuant to an effective registration statement under the Act. (h) Investor states that he is an accredited investor within the definition of Regulation D and that the Accredited Investor Certification attached hereto as Exhibit A is true and correct.
(i) Investor acknowledges the receipt of, and has reviewed, the Company's Confidential Private Placement Memorandum, Annual Report as of June 30, 2009 on Form 10K and Quarterly Report as of March 31, 2010 on Form 10-Q.
(j) Investor has been given the opportunity to ask questions of and to receive answers from persons acting on the Company's behalf concerning the terms and conditions of this transaction and also has been given the opportunity to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense. As a result, the Investor is cognizant of the financial condition, capitalization, use of proceeds from this financing and the operations and financial condition of the Company, has available full information concerning its affairs and has been able to evaluate the merits and risks of the investment in the Securities. In evaluating the merits and suitability of this investment, the Investor has not relied upon any representation or other information (oral or written) other than as stated in the offering documents or as contained in documents or answers to questions so furnished to the Investor or the Advisors by the Company.
(k) The Investor represents that an investment in the Securities is a suitable investment for sale in connection with him or her, taking into consideration the distribution of restrictions on transferability affecting the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree Investor's investment objectives and financial needs.
(l) The Investor understands and agrees that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act of 1933, as amended (the "Act") or any state or foreign securities laws and are restricted securities within the meaning of Rule 144 of the General Rules and Regulations under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable state statutes. Investor understands he may only be able to resell the securities laws at such time that a registration governing the resale of certain states such securities is declared effective or pursuant to an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to meregistration, including Rule 144.
e. I recognize (m) The Investor acknowledges and agrees that no representations or warranties have been made to the SecuritiesInvestor by the Company, as an investmentany selling agent of the Company, involve a high degree of risk includingor any agent, but not limited toemployee, the risk of economic losses from operations or affiliate of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Companyor such selling agent.
f. I have been given access (n) The Investor, in reaching a decision to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition tosubscribe, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have has such knowledge and experience in financial and business matters as to be that the Investor is capable of reading and interpreting financial statements and evaluating the merits and risks risk of an investment in the Securities Units and have obtained, in my judgment, sufficient information from has the Company net worth to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating undertake such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in (o) The Investor was not offered or sold the Company.
i. I have received no representation Units, directly or warranty from indirectly, by means of any form of general advertising or general solicitation, including, but not limited to, the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent tofollowing: (i1) any advertisement, article, notice or other communication published in any newspaper, magazine magazine, or similar media medium of or broadcast over television or radio radio; or (ii2) to the knowledge of the undersigned, any seminar or meeting whose attendees have had been invited by any general solicitation or general advertising.
j. I have had full opportunity (p) The information contained in this Agreement is true, complete and correct in all material respects as of the date hereof; the Investor understands that the Company's determination that the exemption from the registration provisions of the Securities Act of 1933, as amended (the "Act"), which is based upon non-public offerings and applicable to ask questions the offer and sale of the Units, is based, in part, upon the representations, warranties, and agreements made by the Investor herein; and the Investor consents to receive satisfactory answers concerning the offering disclosure of any such information, and any other matters pertaining information furnished to my investment and all such questions have been answered the Company, to my full satisfactionany governmental authority, self-regulatory organization, or, to the extent required by law, to any other person.
k. I have been provided an opportunity (q) The Investor certifies, under penalties of perjury, that the Investor is NOT subject to obtain any additional information concerning the offering backup withholding provisions of Section 3406(a)(i)(C) of the Internal Revenue Code.
(r) The Investor represents and warrants that the Investor is a bona fide resident of, is domiciled in and received the offer and made the decision to invest in the Units in the state set forth on the signature page hereof, and the Company Securities are being purchased by the Investor in the Investor’s name solely for the Investor’s own beneficial interest and not as nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer to, any other person, trust or organization, except as specifically set forth in Exhibit A of this Agreement.
(s) The Investor and the Investor's attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the "Advisors"), have received this Agreement and all other documents requested by Investor, have carefully reviewed them and understand the information contained therein and have reviewed this information with Investor prior to Investor signing this Agreement.
(t) The Investor has obtained, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined Investor deems necessary, the Investor’s own personal professional advice with respect to the risks inherent in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company Units in view light of my overall the Investor's financial needs condition and with respect investment needs.
(u) Neither the Securities and Exchange Commission nor any state securities commission has approved the shares of Common Stock issuable hereunder, or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of the offering documents. The offering documents have not been reviewed by any Federal, state, provincial or other regulatory authority.
(v) All documents, records and books pertaining to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investment in the Company securities have been made available for inspection by such Investor and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement andAdvisors, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disabilityany.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, securities nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities securities have not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities certificates to be issued. I acknowledge that are issued no public market will develop for the Warrants.
(d) I further acknowledge my understanding that the Company’s reliance on such exemptions referred to in subsection (c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the securities for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the securities subscribed for hereby to me.
e. I recognize , it is agreed that the SecuritiesCompany will have no obligation to recognize the ownership, beneficial or otherwise, of such securities or any part thereof by anyone, except as an investment, involve a high degree of risk including, but not limited to, set forth herein;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person ;
(g) I:________________
(1) Have carefully read this Subscription Agreement and the Term Sheet, as my purchaser representative well as defined in Regulation D under reports filed by the Company with the Securities Act in connection with evaluating such merits and risks.
h. I Exchange Commission (the “Reports”) and understand and have evaluated the risks of a purchase of the securities and have relied solely upon my own investigation (except as indicated in making a decision to invest subsection (2) and (3)) on the information contained in this Subscription Agreement, the Company.Term Sheet and the Reports;
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise2) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have Have been provided an opportunity to obtain any additional information concerning the offering and offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Securities Act offering and in other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 501 promulgated thereunder and have attached 3E-500.05(a) thereunder, I may have, at the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk offices of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, KKeogh ▇▇▇▇ Plan▇, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(j) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(l) I have not received any general solicitation or advertising regarding the purchase of the securities and became aware of this investment through a substantive, pre-existing relationship with the Company; and
(m) Where applicable, I agree to be bound by any restrictions on resale of the securities required by applicable state laws.
(n) For a period of one year from the date of this Subscription Agreement, I will not, whether in my own capacity or through a representative, agent or affiliate enter into or effect any “short sales” (as such term is defined in Rule 10a-1 of the Securities Exchange Act of 1934) of the Company’s Common Stock or engage in any similar hedging transactions.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent represent, and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees employees, or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Representation and Suitability Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1i) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged pledged, or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Representation and Suitability Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate terminate, or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (d) I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. (e) I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (f) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering Offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (g) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. (h) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (i) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television television, radio or radio the internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (j) I did not learn of the investment in the Securities as a result of any public advertising or general solicitation. I confirm that I have had a substantive pre-existing relationship and direct contact with the Company or Boustead or their respective representatives other than in connection with an IPO, I was not identified or contacted through the marketing of an IPO and I did not independently contact the Company as a result of the general solicitation by means of a registration statement.
(k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (l) I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Representation and Suitability Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early early-stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. (n) I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. (o) I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. (p) I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (q) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. (r) The information contained in my Investor Representation and Suitability Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
(s) None of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) under the Securities Act of 1933, as amended, is applicable to me.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents Memorandum and have read carefully the Offering DocumentsMemorandum, and I understand that by signing this Subscription Agreement including the section thereof entitled "Risk Factors". I am agreeing to be bound by all of aware that the terms Company has limited sales and conditions of the Offering Documentssubstantial losses.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that there may be certain adverse the Company has made no representations as to any tax consequences to me in connection with my purchase of SecuritiesUnits, and the Company has advised me to seek the advice advise of experts in such areas prior to making this investment.
d. (d) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesUnits or the shares of Common Stock comprising the Units, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that the Company is under no obligation to register the Units on my behalf or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities Common Stock certificates that are issued to memay be issued.
e. (e) Except as described in my Investor Questionnaire, I recognize that the Securities, as an investment, involve am not a high degree of risk including, but not limited to, the risk of economic losses from operations member of the Company National Association of Securities Dealers, Inc. ("NASD"); I am not and have not, for a period of 12 months prior to the total loss date of my investment. this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases).
(f) I believe that the investment in the Securities Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an . My investment in the Securities and have obtained, in Units represents less than 10% of my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. net worth.
(g) I have not utilized any person as my purchaser representative as defined in Regulation D under promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks.
h. (h) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. . I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsMemorandum or in any public filings with the Securities and Exchange Commission (the "SEC"). I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.)
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documentsrisk.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Units nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesUnits. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities that are issued certificates to mebe issued.
e. (d) I recognize further acknowledge my understanding that the SecuritiesCompany’s reliance on such exemptions referred to in subsection (c) above are, as an investmentin part, involve a high degree based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Units for resale on the occurrence or non-occurrence of risk including, but not limited to, some pre-determined event;;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I ;
(g) I: _________________
(1) Have carefully read this Subscription Agreement and the Term Sheet, and understand and have not utilized any person as my purchaser representative as defined evaluated the risks of a purchase of the Units including the risks disclosed in Regulation D under the Securities Act in connection with evaluating such merits Prospectus and risks.
h. I have relied solely upon my own investigation (except as indicated in making a decision to invest Section 2.1 (g)(2) and (3)) on the information contained in this Subscription Agreement and the Company.Term Sheet;
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise2) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have Have been provided an opportunity to obtain any additional information concerning the offering and Offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Securities Act Offering and other matters pertaining to this investment. In addition, if the offer or sale occurs in Florida, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (13E-500.05(a) the Securities have not been registered under the Securities Actthereunder, or if it occurs elsewhere, I may have, at the securities laws offices of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(j) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(l) I have not received any general solicitation or advertising regarding the purchase of the Units and became aware of this investment through a substantive, pre-existing relationship with the Company or Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇;
(m) Where applicable, I agree to be bound by any restrictions on resale of the Units required by applicable state laws; and
(n) I hereby acknowledge that I am aware of recent litigation involving the Company, its wholly-owned subsidiary, directors and certain officers as described in the Prospectus.
(o) There is a minimum number of shares of Units (12) which must be sold pursuant to this offering (the “Minimum”).
(p) Units in this offering are expected be purchased by the affiliates of the Company including the Chief Executive Officer. Such purchases may be made at any time, and will be counted in determining whether the Minimum has been met.
(q) I acknowledge that I do not expect that the sale of sufficient Units to reach the Minimum, or in excess of the Minimum, indicates that such sales have been made to investors who have no financial or other interest in this offering, or otherwise are exercising independent investment discretion.
(r) The sale of the Minimum, while necessary to the business opportunities of the Company, is not designed as a protection to me, to indicate that my investment decision is shared by other unaffiliated investors. Because there may be substantial purchases by affiliates of the Company, I will not place any reliance on the sale of the Minimum as an indication of the merits of this offering. I acknowledge that I must make their own investment decision as to the merits of this offering.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Unit for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Unit nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesUnit. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, neither the Securities common stock nor the common stock underlying the warrants have not been registered under the Securities Act of 1933 (the "Securities Act") or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities securities contained in the Units to be issued. I acknowledge that are issued no public market will ever develop for the warrants.
(d) I further acknowledge my understanding that the Company's reliance on such exemptions referred to in Section 2.1(c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if notwithstanding such representations, warranties and agreements, I were acquiring the Unit for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Unit subscribed for hereby to me.
e. I recognize , it is agreed that the SecuritiesCompany will have no obligation to recognize the ownership, beneficial or otherwise, of such Unit or any part thereof by anyone, except as an investment, involve a high degree of risk including, but not limited to, set forth herein;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to (f) I, alone or together with my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I Purchaser Representative have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Unit and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I ;
(g) I:
(1) Have carefully read this Subscription Agreement , understand and have not utilized any person as my purchaser representative as defined in Regulation D under evaluated the Securities Act in connection with evaluating such merits risks of a purchase of the Unit and risks.
h. I have relied solely upon my own investigation (except as indicated in making a decision to invest subsection (2), (3) and (4) below) on the information contained in the Company.this Subscription Agreement;
i. I have received no representation or warranty from the Company or any of its officers(2) Have been provided company 10Q, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment 10K and all such questions have been answered to my full satisfaction.
k. I have been provided other requested information and an opportunity to obtain any additional information concerning the offering and offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Securities Act offering and in other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 501 promulgated thereunder and have attached 3E-500.05(a) thereunder, I may have, at the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk offices of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither (h) In making my decision to purchase the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any stateUnit herein subscribed for, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek relied solely upon independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.investigations made by me;
p. (i) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇ Keogh Plan, or other tax-exempt entity, it is authorized and qualified an▇ ▇▇▇lified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (j) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(m) I have not received any general solicitation or advertising regarding the purchase of the Unit; and
(o) Where applicable, I agree to be bound by any restrictions on resale of the Unit required by applicable state laws.
Appears in 1 contract
Sources: Subscription Agreement (Cenuco Inc)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, to the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations 7.1 Obligations of the Company and the total loss of my investmentInvestor. The Company has no obligation to me other than as set forth in this Agreement, including but not limited to the obligations described in Section 7.1 at Schedule 1. I believe have read and agree to the restrictions set forth in Section 7.1 of Schedule 1. I am aware that, except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith will survive my death or disability. In order to induce the Company to issue and sell the Shares to me, I represent and warrant that the investment information relating to me stated herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Shares becomes effective. If, prior to the final consummation of the offer and sale of the Shares, there should be any change in such information or any of such information becomes incorrect or incomplete, I agree to notify the Securities is suitable for me based upon my investment objectives Company and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity supply the Company promptly with respect to my investment in corrective information.
7.2 Information About the Company.
f. (a) I have read the Confidential Private Placement Memorandum dated September 29, 2000 relating to the Offering ("Memorandum") and all exhibits listed therein and fully understand the Memorandum, including the Section entitled "Risk Factors" and its exhibits, including any business plans or financial projections of the Company. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying the information included in, in the Offering DocumentsMemorandum and exhibits thereto, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking reasonable questions of, and receiving answers from, of such officers concerning the terms and conditions of the offering of the Securities Shares and the business and operations of the Company and all such questions have been answered to my full satisfaction. I have also been given an opportunity to obtain any additional information, relevant information to the extent reasonably available.
g. available to the Company. I have such knowledge received all information and experience in financial and business matters materials regarding the Company that I have reasonably requested. After my reading of the materials about the Company, I understand that there is no assurance as to be capable the future performance of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined relied on information other than what can be found in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation Memorandum in making a my decision to invest in the CompanyShares.
i. (b) I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsCompany. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television television, radio or radio the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent represent, and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering DocumentsDocuments and the Company’s SEC filings, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities,, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statuscategory. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 investment in the Company, Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
r. The Investor acknowledges that (i) the Offering Documents contains material, non-public information concerning the Company within the meaning of Regulation FD promulgated by the SEC, and (ii) the Investor is obtaining such material, non-public information solely for the purpose of considering whether to purchase the Securities pursuant to a private placement that is exempt from registration under the Securities Act. In accordance with Regulation FD and other applicable provisions of the federal securities laws, the Investor agrees to keep such information confidential and not to disclose it to any other person or entity except the Investor’s legal counsel, other advisors and other representatives who have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to comply with applicable securities laws with respect to such information. In addition, the Investor further acknowledges that the Investor and such legal counsel, other advisors and other representatives are prohibited from trading in the Company's securities while in possession of material, non-public information and agrees to refrain from purchasing or selling securities of the Company until such material, non-public information has been publicly disseminated by the Company.
Appears in 1 contract
Sources: Subscription Agreement (Rapid Therapeutic Science Laboratories, Inc.)
Investor Representations and Warranties. I We acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am (a) We are aware that my our investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. I (b) We acknowledge and am are aware that there is no assurance as to the future performance of the Company.;
c. I (c) We acknowledge that there may be certain adverse tax consequences to me us in connection with my our purchase of SecuritiesShares, and the Company has advised me us to seek the advice of experts in such areas prior to making this investment.;
d. I am (d) We are purchasing the Securities Shares for my our own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesShares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities, other than pursuant to an effective Registration Statement as otherwise contemplated herein to be filed by Company with the SEC. I We agree that I we must bear the entire economic risk of my our investment for an indefinite period of time because, among other reasons, the Securities Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I Furthermore, we hereby acknowledge and agree that we will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Shares until the Registration Statement is declared effective. We thereby authorize the Company to place a restrictive legend denoting the restrictions on the share certificates that may be issued;
(e) We are not a member of the National Association of Securities that Dealers, Inc. ("NASD"); we are issued not and have not, for a period of twelve (12) months prior to me.the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and we do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases);
e. I (f) We recognize that ownership of the SecuritiesShares, as an investment, involve involves a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my our investment. I We acknowledge that no market for the Shares exists and none may develop in the future and that we may find it impossible to liquidate our investment at any time where it may be desirable to do so, or at any time. We believe that the investment in the Securities Shares is suitable for me us based upon my our investment objectives and financial needs, and I we have adequate means for providing for my our current financial needs and contingencies and have no need for liquidity with respect to my our investment in the Company.;
f. I (g) We have been given access to full and complete such information regarding the Company Company, as we have requested, and have utilized such access to my our satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I information. We have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, of and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Shares and the business and operations of the Company and to obtain any additional information, information to the extent reasonably available.;
g. I (h) We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, in my our judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I We have not utilized any person as my a purchaser representative as defined in Regulation D under promulgated by the SEC pursuant to the Securities Act in connection with evaluating such merits and risks.;
h. I (i) We have relied solely upon my our own investigation in making a decision to invest in the Company.;
i. I (j) We have received no representation representations or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my our investment in the Company and I we have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documentsa revised confidential memorandum dated February 17, 1999, and previously supplied to Investor. I am We are not participating in the offer making our investment as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.;
j. I (k) We have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my our investment and all such questions have been answered to my our full satisfaction.;
k. I (1) We have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.;
l. I am an “accredited investor” as defined in Section 2(15(m) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I We can bear the entire economic risk of the investment in the Securities Shares for an indefinite period of time and I am we are knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am We are acquiring the Shares for our own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act as amended. We are not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.;
m. I (n) We understand that (1) the Securities Shares have not been registered under the Securities Act, or the securities laws law of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3) the Company is relying on my our representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.;
n. I (o) We understand that since neither the offer nor sale of the Securities Shares has been registered under the Securities Act Act, or the securities laws of any state, the Securities Shares may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.; and
o. I (p) We have had the opportunity been urged to seek independent advice from my our professional advisors relating to the suitability of an investment in the Company in view of my our overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent represent, and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering DocumentsDocuments and the Company’s SEC filings, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities,, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statuscategory. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. . RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 m.I understand that (1) the Securities and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
r. The Investor acknowledges that (i) the Offering Documents contains material, nonpublic information concerning the Company within the meaning of Regulation FD promulgated by the SEC, and (ii) the Investor is obtaining such material, nonpublic information solely for the purpose of considering whether to purchase the Securities pursuant to a private placement that is exempt from registration under the Securities Act. In accordance with Regulation FD and other applicable provisions of the federal securities laws, the Investor agrees to keep such information confidential and not to disclose it to any other person or entity except the Investor’s legal counsel, other advisors and other representatives who have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to comply with applicable securities laws with respect to such information. In addition, the Investor further acknowledges that the Investor and such legal counsel, other advisors and other representatives are prohibited from trading in the Company's securities while in possession of material, non-public information and agrees to RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 refrain from purchasing or selling securities of the Company until such material, non-public information has been publicly disseminated by the Company.
Appears in 1 contract
Sources: Subscription Agreement (Rapid Therapeutic Science Laboratories, Inc.)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent represent, agree, and warrant to, and agree with, to the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and that I have carefully read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I understand and acknowledges that the Notes are unsecured obligations of the Company. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of SecuritiesUnits, including those associated with original issue discounts, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (d) I represent that I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesUnits, the Notes, the Warrants, or the shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units, the Notes, or the shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities Units that are may be issued to me, as well as the Notes, Warrants, and shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants.
e. (e) Except as described in my Accredited Investor Questionnaire, I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of twelve (12) months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases).
(f) I recognize that the SecuritiesUnits, as an investment, involve a high degree of risk including, but not limited to, the risk total loss of economic losses from operations my investment and that the Units include risks associated with the business of the Company and the total loss of my investmentDiamondhead project in particular. I believe that the investment in the Securities Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (g) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsDocuments and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and Units, the business and operations of the Company Company, and the Diamondhead project, and to obtain any additional information, to the extent reasonably available.
g. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. (i) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (j) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of to my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business this Offering other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documentsrisk.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Securities nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesSecurities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state and, therefore, states in reliance upon exemptions therefrom and therefore cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities that are issued certificates to me.be issued. Exhibit C, Page 2 of 11
e. (d) I recognize further acknowledge my understanding that the SecuritiesCompany’s reliance on such exemptions referred to in Section 2.1(c) above are, as an investmentin part, involve a high degree based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Securities for resale on the occurrence or non-occurrence of risk including, but not limited to, some pre-determined event;;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I ;
(g) I:
(1) Have carefully read the Term Sheet, and understand and have not utilized any person as my purchaser representative as defined in Regulation D under evaluated the risks of a purchase of the Securities Act including the risk factors contained in connection with evaluating such merits the Term Sheet and risks.
h. I have relied solely upon my own investigation (except as indicated in making a decision to invest Section 2.1(g) (2) and (3)) on the information contained in this Subscription Agreement and the Company.Term Sheet;
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise2) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have Have been provided an opportunity to obtain any additional information concerning the offering and Offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Securities Act Offering and other matters pertaining to this investment. In addition, if the offer or sale occurs in Florida, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (13E-500.05(a) the Securities have not been registered under the Securities Actthereunder, or if it occurs elsewhere, I may have, at the securities laws offices of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.; Exhibit C, Page 3 of 11
q. (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(j) The information contained in my Investor QuestionnaireSection 2.2 of this Subscription Agreement is true and correct, as well as including any information which I have furnished or furnish to the Company with respect to my financial position and business experience, and is correct and complete as of the date of this Subscription Agreement and, if Agreement. If there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(l) I have not received any general solicitation or advertising regarding the purchase of the Securities and became aware of this investment through a substantive, pre- existing relationship with the Company, Pariter Securities (“Pariter”), or through a broker- dealer or registered investment advisor which the Company or Pariter has engaged as a selling agent;
(m) Where applicable, I agree to be bound by any restrictions on resale of the Securities required by applicable state laws; and
(n) I acknowledge that the net proceeds from the Offering will be used as provided in the Term Sheet.
Appears in 1 contract
Sources: Subscription Agreement (Smsa Crane Acquisition Corp.)
Investor Representations and Warranties. I acknowledge, represent represent, and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering DocumentsDocuments and the Company’s SEC filings, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statuscategory. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
r. The Investor acknowledges that (i) the Offering Documents contains material, nonpublic information concerning the Company within the meaning of Regulation FD promulgated by the SEC, and (ii) the Investor is obtaining such material, nonpublic information solely for the purpose of considering whether to purchase the Securities pursuant to a private placement that is exempt from registration under the Securities Act. In accordance with Regulation FD and other applicable provisions of the federal securities laws, the Investor agrees to keep such information confidential and not to disclose it to any other person or entity except the Investor’s legal counsel, other advisors and other representatives who have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to comply with applicable securities laws with respect to such information. In addition, the Investor further acknowledges that the Investor and such legal counsel, other advisors and other representatives are prohibited from trading in the Company's securities while in possession of material, non-public information and agrees to refrain from purchasing or selling securities of the Company until such material, non-public information has been publicly disseminated by the Company.
Appears in 1 contract
Sources: Subscription Agreement (Rapid Therapeutic Science Laboratories, Inc.)
Investor Representations and Warranties. I We acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am (a) We are aware that my our investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. I (b) We acknowledge and am are aware that there is no assurance as to the future performance of the Company.;
c. I (c) We acknowledge that there may be certain adverse tax consequences to me us in connection with my our purchase of SecuritiesShares, and the Company has advised me us to seek the advice of experts in such areas prior to making this investment.;
d. I am (d) We are purchasing the Securities Shares for my our own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesShares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities, other than pursuant to an effective Registration Statement as otherwise contemplated herein to be filed by Company with the SEC. I We agree that I we must bear the entire economic risk of my our investment for an indefinite period of time because, among other reasons, the Securities Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I Furthermore, we hereby acknowledge and agree that we will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Shares until the Registration Statement is declared effective. We thereby authorize the Company to place a restrictive legend denoting the restrictions on the share certificates that may be issued;
(e) We are not a member of the National Association of Securities that Dealers, Inc. ("NASD"); we are issued not and have not, for a period of twelve (12) months prior to me.the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and we do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases);
e. I (f) We recognize that ownership of the SecuritiesShares, as an investment, involve involves a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my our investment. I We acknowledge that no market for the Shares exists and none may develop in the future and that we may find it impossible to liquidate our investment at any time where it may be desirable to do so, or at any time. We believe that the investment in the Securities Shares is suitable for me us based upon my our investment objectives and financial needs, and I we have adequate means for providing for my our current financial needs and contingencies and have no need for liquidity with respect to my our investment in the Company.;
f. I (g) We have been given access to full and complete such information regarding the Company Company, as we have requested, and have utilized such access to my our satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I information. We have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, of and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Shares and the business and operations of the Company and to obtain any additional information, information to the extent reasonably available.;
g. I (h) We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, in my our judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I We have not utilized any person as my a purchaser representative as defined in Regulation D under promulgated by the SEC pursuant to the Securities Act in connection with evaluating such merits and risks.;
h. I (i) We have relied solely upon my our own investigation in making a decision to invest in the Company.;
i. I (j) We have received no representation representations or warranty warranties from the Company or any of its respective officers, directors, employees or agents in respect of my our investment in the Company and I we have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documentsbusiness. I am We are not participating in the offer making our investment as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.;
j. I (k) We have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my our investment and all such questions have been answered to my our full satisfaction.;
k. I (l) We have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.;
l. I am an “accredited investor” as defined in Section 2(15(m) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I We can bear the entire economic risk of the investment in the Securities Shares for an indefinite period of time and I am we are knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am We are acquiring the Shares for our own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act, as amended. We are not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.;
m. I (n) We understand that (1) the Securities Shares have not been registered under the Securities Act, or the securities laws law of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3) the Company is relying on my our representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.;
n. I (o) We understand that since neither the offer nor sale of the Securities Shares has been registered under the Securities Act Act, or the securities laws of any state, the Securities Shares may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.; and
o. I (p) We have had the opportunity been urged to seek independent advice from my our professional advisors relating to the suitability of an investment in the Company in view of my our overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed herein and in the Offering Documents Subscription Package and have read carefully the Offering DocumentsSubscription Package, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of herein and in the Offering DocumentsSubscription Package.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsSubscription Package, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering Offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company Company, and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsSubscription Package. I am not participating in the offer Offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment investment, and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(152(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Representation and Suitability Questionnaire that is included in this Agreement to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time time, and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early early-stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Representation and Suitability Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement Agreement, and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsDocuments and in the SEC Filings. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statuscategory. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed herein and in the other Offering Documents and have carefully read carefully this Agreement and the other Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. Although the Company has expressed an interest in pursuing an IPO; I acknowledge and am aware that: (i) as market conditions fluctuate, the Company’s plan may change such that an initial public offering is no longer a business objective of the Company; or (ii) the Company may be unable to complete an initial public offering on acceptable commercial terms, if at all; in either of which cases, the Company would be caused to remain privately held and unable to develop a public market for its shares.
d. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. e. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. f. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. i. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. j. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. l. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. m. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. n. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. o. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. p. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. q. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. r. If I am a Non-U.S. Person, as defined in Regulation S promulgated under the Securities Act (“Regulation S”) and am acquiring the Securities under Regulation S, then I acknowledge and agree that I must complete a separate Regulation S Representation Letter (the “Reg S Representation Letter”) that will be provided to me by ▇▇▇▇▇▇▇▇ and understand and acknowledge that I may not purchase the Securities under Regulation S unless the Company or Boustead determine that I am not eligible to do so. If I purchase the Securities under Regulation S, I acknowledge and agree that I am making all of the representations and warranties contained in this Agreement and in the Reg S Representation Letter except that to the extent I state in the Reg S Representation Letter that I am not an accredited investor then I will be deemed not to have made such representation and warranty about my status as an accredited investor in this Agreement.
s. If I am a Non-U.S. Person, I hereby represent that I have satisfied myself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (i) the legal requirements within my jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. My subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of my jurisdiction.
t. The information contained in my Investor Questionnaire, and the Reg S Representation Letter, if applicable, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is true, correct and complete in all respects as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account (and not for the account of others) or as fiduciary for others for investment purposes only and not with a view to or for sale in connection with the public distribution or resale of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesSecurities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on any certificate or book statement issued to me stating that the Securities that have not been registered under the Securities Act and are issued subject to merestrictions on transfer.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company (and all such questions, if any, have been answered to my full satisfaction) and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television television, radio or radio the Internet, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Representation and Suitability Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
r. No person has made to the Investor any written or oral representations: (x) that any person will resell or repurchase any of the Securities; (y) that any person will refund the purchase price of any of the Securities, or (z) as to the future price or value of any of the Securities.
s. The Investor is a bona fide resident or operates its principal place of business as set forth in this Subscription Agreement and the Investor Representation and Suitability Questionnaire, which Subscription Agreement and Investor Representation and Suitability Questionnaire the Investor has completed completely and honestly.
t. The Securities will be restricted securities and a legend will be placed on the Securities in substantially the following form:
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company and the Placement Agent as follows:
a. (a) I am aware that my the Common Stock is a speculative investment that involves a high degree of risk as disclosed in the Offering Documents and of loss of my entire investment. I have read carefully and fully understand the Offering DocumentsTerm Sheet, including the section entitled "Risk Factors". I acknowledge and I fully understand that by signing this Subscription Agreement I am agreeing to be bound by all the nature of the terms and conditions of risks involved in purchasing the Offering DocumentsCommon Stock.
b. (b) I acknowledge and am aware that despite its organization in 1968 the Company is essentially in the startup stage, has not yet derived sufficient revenues from its current business operations to maintain operations and has incurred losses since the commencement of its current business operations in May 1999. I acknowledge that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that, notwithstanding the Company's commitment herein, there can be no assurance that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me will file any registration statement for the securities I am purchasing, that such registration statement, if filed, will be declared effective or, if declared effective, that the Company will be able to seek keep it effective until I sell the advice of experts in such areas prior to making this investmentsecurities registered thereon.
d. (d) I am purchasing the Securities Common Stock for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesCommon Stock, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesCommon Stock. I understand that there is no market at present and there may not be any market in the future for the Common Stock. I agree that (i) the purchase of the Common Stock is a long-term investment, (ii) I must may have to bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, because the Securities have Common Stock has not been registered under the Securities Act or under the securities laws of any state and, thereforenotwithstanding the Company's commitment herein, may not be registered and, cannot be resold, pledged, assigned assigned, or otherwise disposed of unless they are it is subsequently registered under the said Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that, except as set forth herein, the Company is under no obligation to register the Common Stock or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities that are issued shares of Common Stock to mebe issued.
e. (e) I recognize that the SecuritiesCommon Stock, as an investment, involve involves a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I am qualified by my knowledge and experience to evaluate investments of this type. I believe that the investment in the Securities Common Stock is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. The investment in the Company does not constitute my complete portfolio.
f. (f) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsTerm Sheet and exhibits thereto, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Common Stock and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (g) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Common Stock and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. (h) I have relied solely upon my own investigation in making a decision to tp invest in the Company.
i. (i) I have received no representation or warranty from the Company or the Placement Agent or any of its their respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsTerm Sheet. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television television, radio or radio the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (j) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3-500.05(a) thereunder, if I am a Florida resident I may have, at the offices of the Company, at any reasonable hour, after reasonable notice, access to the materials set forth in the Rule that the Company can obtain without unreasonable effort or expense.
k. (k) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (l) I am an “"accredited investor” " as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securitiesthereunder.
m. (m) I understand that (1i) the Securities have Common Stock has not been registered under the Securities Act, Act or the securities laws of certain states, states in reliance on specific exemptions from registration, (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. (n) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (o) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. (p) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
(q) My responses to the questions in my Purchaser Questionnaire and my NASD Questionnaire delivered herewith to the Company are true and correct.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, to the Company and ▇.▇. ▇▇▇▇▇▇▇▇ as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations 7.1 Obligations of the Company and the total loss Investor. The Company has no obligation to me other than as set forth in this Agreement, including but not limited to the obligations described in Section 7.1 of my investmentSCHEDULE 1. I believe have read and agree to the restrictions set forth in Section 7.1 of SCHEDULE 1. I am aware that, except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith will survive my death or disability. In order to induce the Company to issue and sell the Securities to me, I represent and warrant that the investment information relating to me stated herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Securities becomes effective. If, prior to the final consummation of the offer and sale of the Securities, there should be any change in such information or any of such information becomes incorrect or incomplete, I agree to notify the Securities is suitable for me based upon my investment objectives Company and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity supply the Company promptly with respect to my investment in corrective information.
7.2 Information About the Company.
f. (1) I have read the confidential private placement memorandum relating to this offering ("Memorandum") and all exhibits listed therein and fully understand the Memorandum, including the Section entitled "Risk Factors" and the Memorandum's exhibits. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying the information included in, in the Offering DocumentsMemorandum and exhibits thereto, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking reasonable questions of, and receiving answers from, of such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and all such questions have been answered to my full satisfaction. I have also been given an opportunity to obtain any additional information, relevant information to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as available to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under received all information and materials regarding the Securities Act in connection with evaluating such merits and risks.
h. Company that I have relied solely upon reasonably requested. After my own investigation in making a decision reading of the materials about the Company, I understand that there is no assurance as to invest in the future performance of the Company.
i. (2) I have received no representation or warranty from the Company or ▇.▇. ▇▇▇▇▇▇▇▇ or any of its their respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsCompany. I am not participating in the offer as a result of or subsequent to: (i) have not seen any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or television, radio or the Internet and (ii) have not participated in any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to (but not limited to: ): (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or on the Internet or broadcast over television television, radio or radio the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. To the extent the undersigned Subscriber is not a “U.S. Person,” as such term is defined in Rule 902(k) of Regulation S, the undersigned has initialed the following representation (please initial below if applicable) and made the following representations below: _____ The information contained undersigned Subscriber is not a “U.S. Person,” as such term is defined in my Investor Questionnaire, Rule 902(k) of Regulation S.2 2 Regulation S provides in part as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.follows:
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as risk, certain of which risks are disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement Risk Factors attached hereto as Annex C. I am agreeing to be bound by all of aware that the terms Company has incurred significant losses during each fiscal year since its inception and conditions of the Offering Documentswill likely require additional financing.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securitiespurchasing the Purchased Securities from the Company, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (d) I am purchasing the Purchased Securities from the Company for my own account for investment purposes only and not with a view to or for sale in connection with the distribution receipt of the Purchased Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesPurchased Securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, none of the Purchased Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that the Company is under no obligation to register any of the Purchased Securities on my behalf or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws. I hereby authorize the Company to place a restrictive legend denoting the foregoing restrictions on any of the Securities that are issued to mePurchased Securities.
e. (e) I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases).
(f) I recognize that the Purchased Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the an investment in the Purchased Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the CompanyPurchased Securities.
f. (g) I have been given access to full and complete information regarding the Company and the Purchased Securities and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documentsinformation, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering issuance of the Purchased Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment purchasing the Purchased Securities, and thereby investing in the Purchased Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the CompanyPurchased Securities. I have not utilized any person as my purchaser representative as defined in Regulation D under promulgated by the Securities Exchange Commission pursuant to the Securities Act in connection with evaluating such merits and risks.
h. (i) I have relied solely upon my own investigation in making a decision to invest in the CompanyPurchased Securities.
i. (j) I have received no representation or warranty from the Company or any of its respective officers, directors, employees employees, consultants or agents in respect of my investment in the Company Purchased Securities and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth the information contained in the Offering DocumentsSEC filings described on Annex D attached hereto. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (l) I have been provided an opportunity to obtain any additional information concerning the offering Purchased Securities and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securitiesthereunder.
m. (n) I understand that (1i) the Purchased Securities have not been registered under the Securities Act, or the securities laws of certain states, any state in reliance on specific exemptions from registration, (2ii) no securities administrator of any state or the federal government has recommended or endorsed this the offering of the Purchased Securities or made any finding or determination relating to the fairness of an investment in the Company, Company and (3iii) the Company is relying on my representations representations, warranties and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. (o) I understand that since neither the offer nor sale of the Purchased Securities has been registered under the Securities Act or the securities laws of any state, the Purchased Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. (p) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (q) If the Investor undersigned is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. (r) The information contained in my Accredited Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing consummation of the offeringtransactions contemplated hereby, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, with the Company Corporation as follows:
a. (a) I have not received any general solicitation or general advertising regarding the purchase of the Shares;
(b) I have determined that the purchase of the Shares of the Corporation is a suitable investment for me;
(c) I understand that the offer and sale of the Shares is being made by means of this Subscription Agreement and the Term Sheet and the documents annexed as exhibits to the Term Sheet, and I am aware that my investment involves a of the high degree of risk as disclosed associated with an investment in the Offering Documents and Shares. Among other things, I have read carefully reviewed the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of risk factors contained in the terms and conditions of the Offering Documents.Term Sheet;
b. (d) I acknowledge and am aware that there is no assurance as to the future performance of the Company.Corporation;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (e) I am purchasing the Securities Shares for my own account for investment purposes only investment, and not with a view to or for sale in connection with the distribution of the Securities, nor Shares or with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesShares. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Shares have not been registered under the Securities Act or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize understand that the Company Corporation is under no obligation to place a restrictive legend register the Shares on my behalf or to assist me in complying with any exemption from such registration under the Securities that are issued Act or any state securities laws;
(f) I have the financial ability to me.
e. I recognize that bear the Securities, as an investment, involve a high degree of risk including, but not limited to, the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCorporation (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.Corporation;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (g) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Shares and have obtained, in my judgment, sufficient information from the Company Corporation to evaluate the merits and risks of an investment in the CompanyCorporation. I have not utilized any person as my a purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision , and such person has sufficient knowledge or and authority to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than make such investments as set forth in the Offering Documents. writing and attached to this Subscription Agreement, and I am not participating in familiar with and understand the offer as a result terms of or subsequent to: this offering;
(h) I have:
(i) been furnished the Term Sheet and the exhibits thereto and any advertisementother documents I have requested, articlehave carefully read the Term Sheet and understand and have evaluated the risks of a purchase of Shares, notice or other communication published including the risks set forth in any newspaper, magazine or similar media or broadcast over television or radio or the Term Sheet and the information contained in the Term Sheet which is all of the information provided by the Corporation. Any additional information upon which I have relied upon has been obtained through my own efforts and due diligence;
(ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and offering, the Company Corporation and all other information to the extent the Company Corporation possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(iii) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had given the opportunity to seek independent advice from my professional advisors relating ask questions of, and receive answers from, the Corporation concerning the terms and conditions of the offering and other matters pertaining to this investment. In addition, as required by ss.517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.005(5) thereunder, I may have, at the offices of the Corporation, at any reasonable hour, after reasonable prior notice, access to the suitability of an investment materials set forth in the Company in view of my overall financial needs and with respect to Rule which the legal and tax implications of such investmentCorporation can obtain without unreasonable effort or expense.
p. (i) Any investigations required in making my decision have been made solely by me;
(j) If the Investor undersigned is a corporation, limited partnership, limited liability company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company Corporation and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. The information contained in my Investor Questionnaire, as well as (k) No representations or warranties of any information which I kind have furnished been made to the Company with respect to my financial position and business experienceundersigned by the Corporation or any officer, is correct and complete as employee, agent or affiliate of the date of this Subscription Agreement it; and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company.
(l) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rescission rights provided under Florida law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.;
Appears in 1 contract
Investor Representations and Warranties. I acknowledgeBy executing and delivering this Agreement, represent the Investor acknowledges, warrants and warrant to, and agree with, represents to the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in A. The Investor has obtained and reviewed all documents filed by the Offering Documents Company with the SEC pursuant to Sections 13(a), 13(c), 14 and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all 15(d) of the terms and conditions Securities Exchange Act of 1934, as amended (all such documents are collectively referred to hereinafter as the Offering “Disclosure Documents”).
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company B. The Investor has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have has utilized such access to my the Investor’s satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Disclosure Documents. Particularly, and I have either met with or the Investor has been given reasonable opportunity to meet with officers of the and/or contact Company representatives for the purpose of asking questions of, and receiving answers from, such officers representatives concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available, necessary to verify the accuracy of information provided in the Disclosure Documents.
g. I have such C. The Investor is an “accredited investor” pursuant to Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Investor has, either alone or with the assistance of a professional advisor, sufficient knowledge and experience in financial and business matters as to be that the Investor believes himself/herself (or itself) capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from prospective private placement to purchase the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the CompanyShares, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view light of my overall the Investor’s financial needs condition and investment needs, and legal, tax and accounting matters. The Investor has relied upon the advice of the Investor’s legal counsel and accountants or other legal and financial advisors with respect to legal, tax and other considerations relating to the purchase of Shares hereunder. The Investor is not relying upon the Company or the Company’s legal counsel with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become economic considerations involved in making an Investor investment decision in the Company and the person signing this Subscription Agreement on behalf purchase of the Shares.
D. The Investor is acquiring the Shares for his or its own account for investment only and with no present intention of distributing any of such entity Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares. The Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire to take a pledge of) any of the Shares except in compliance with the Securities Act and applicable state securities laws.
E. If an entity, the Investor has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Shares. The Investor, if other than an individual, was not organized for the specific purpose of acquiring the Shares, and (ii) this Agreement has been duly authorized by such entity to do soall necessary action on the part of the Investor, has been duly executed by an authorized officer or representative of the Investor, and is a legal, valid and binding obligation of the Investor enforceable in accordance with its terms.
q. F. The information contained Investor understands that his or its investment in my the Shares involves a significant degree of risk, including a risk of total loss of the Investor’s investment.
G. The Investor Questionnaireis a bona fide resident of the State identified in (or, as well as any information which I have furnished to the Company with respect to my financial position and business experienceif an entity, is correct organized or incorporated under the laws of) and complete as of received the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made decided to invest in connection herewith shall survive my death or disabilitythe Securities in, the particular State set forth in the signature page hereto.
Appears in 1 contract
Sources: Stock Purchase Agreement (Navidea Biopharmaceuticals, Inc.)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed herein and in the Offering Documents Subscription Package and have read carefully the Offering DocumentsSubscription Package, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of herein and in the Offering DocumentsSubscription Package.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsSubscription Package, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering Offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company Company, and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsSubscription Package. I am not participating in the offer Offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment investment, and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(152(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Representation and Suitability Questionnaire that is included in this Agreement to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time time, and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early early-stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Representation and Suitability Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement Agreement, and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company and the Placement Agent as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documentsrisk, and I have read and fully understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms PPM, including the section entitled "Risk Factors," the Company's 1996 Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996, the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997, and conditions of the Offering DocumentsCompany's Current Reports on Form 8-K filed on March 21, 1997 and April 7, 1997.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that, notwithstanding the Company's commitment herein, there can be no assurance that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me will file any Registration Statement for the securities I am purchasing, that such Registration Statement, if filed, will be declared effective or, if declared effective, that the Company will be able to seek keep it effective until I sell the advice of experts in such areas prior to making this investmentsecurities registered thereon.
d. (d) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesUnits, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesUnits. I understand that there may not be any market for the Units or Warrants included in the Units. I agree that (i) the purchase of the Units is a long-term investment, (ii) I must may have to bear the entire economic risk of my investment for an indefinite period of time becausebecause neither the Units, among other reasonsnor the Common Stock, nor the Securities Warrants (and the Common Stock underlying the Warrants) have not been registered under the Securities Act or under the securities laws of any state and, thereforenotwithstanding the Company's commitment herein, may not be registered and, cannot be resold, pledged, assigned assigned, or otherwise disposed of unless they are subsequently registered under the said Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that the Company is under no obligation to register the Units or Warrants and, except as set forth herein, the Company is under no obligation to register the Common Stock underlying the Units or the Common Stock underlying the Warrants on my behalf or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws. I hereby acknowledge and agree that I will not sell, transfer, give, or otherwise dispose of, either publicly or privately, the Units or any securities underlying the Units during the Holding Period without the prior written agreement of MHM. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities that are issued Common Stock and the Warrants to mebe issued.
e. (e) I recognize that the SecuritiesUnits, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (f) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsPPM and exhibits thereto, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (g) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under promulgated by the Securities and Exchange Commission pursuant to the Securities Act in connection with evaluating such merits and risks.
h. (h) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (i) I have received no representation or warranty from the Company or the Placement Agent or any of its their respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering DocumentsPPM. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television television, radio or radio the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (j) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3-500.05(a) thereunder, if I am a Florida resident I may have, at the offices of the Company, at any reasonable hour, after reasonable notice, access to the materials set forth in the Rule which the Company can obtain without unreasonable effort or expense.
k. (k) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (l) I am an “"accredited investor” " as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securitiesthereunder.
m. (m) I understand that (1i) the Securities Units and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. (n) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (o) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. (p) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent represent, and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering DocumentsDocuments and the Company’s SEC filings, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities,, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statuscategory. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. . RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 n.I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
r. The Investor acknowledges that (i) the Offering Documents contains material, non-public information concerning the Company within the meaning of Regulation FD promulgated by the SEC, and (ii) the Investor is obtaining such material, non-public information solely for the purpose of considering whether to purchase the Securities pursuant to a private placement that is exempt from registration under the Securities Act. In accordance with Regulation FD and other applicable provisions of the federal securities laws, the Investor agrees to keep such information confidential and not to disclose it to any other person or entity except the Investor’s legal counsel, other advisors and other representatives who have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to comply with applicable securities laws with respect to such information. In addition, the Investor further acknowledges that the Investor and such legal counsel, other advisors and other representatives are prohibited from trading in the Company's securities while in possession of material, non-public information and agrees to refrain from purchasing or selling securities of the Company until such material, non-public information has been publicly disseminated by the Company.
Appears in 1 contract
Sources: Subscription Agreement (Rapid Therapeutic Science Laboratories, Inc.)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed herein and in the other Offering Documents and have carefully read carefully this Agreement and the other Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. Although the Company has expressed an interest in pursuing the IPO; I acknowledge and am aware that: (i) as market conditions fluctuate, the Company’s plan may change such that the IPO is no longer a business objective of the Company; or (ii) the Company may be unable to complete the IPO on acceptable commercial terms, if at all; in either of which cases, the Company would be caused to remain privately held and unable to develop a public market for its shares.
d. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. e. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. f. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. i. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. j. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. l. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. m. I am an “accredited investor” as defined in Section 2(152(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. n. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. o. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. p. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. q. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. r. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of SecuritiesCommon Shares, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities Common Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesCommon Shares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Common Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities Common Shares that are issued to me.
e. I recognize that the SecuritiesCommon Shares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Common Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Common Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Common Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities Common Shares for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities Common Shares have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities Common Shares has been registered under the Securities Act or the securities laws of any state, the Securities Common Shares may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Representation and Suitability Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed herein and in the other Offering Documents and have carefully read carefully this Agreement and the other Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. Although the Company has expressed an interest in pursuing the IPO; I acknowledge and am aware that: (i) as market conditions fluctuate, the Company’s plan may change such that the IPO is no longer a business objective of the Company; or (ii) the Company may be unable to complete the IPO on acceptable commercial terms, if at all; in either of which cases, the Company would be caused to remain privately held and unable to develop a public market for its shares.
d. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. e. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. f. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Offering and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. i. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. j. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to (but not limited to: ): (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or on the Internet or broadcast over television television, radio or radio the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. l. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. m. I am an “accredited investor” as defined in Section 2(152(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. n. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. o. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. p. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. q. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. r. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Series G and the underlying common stock for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Series G and the underlying common stock nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesSeries G and the underlying common stock. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities certificates to be issued.
(d) I further acknowledge my understanding that are issued the Company’s reliance on such exemptions referred to in subsection (c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Series G and the underlying common stock for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Series G and the underlying common stock subscribed for hereby to me.
e. I recognize , it is agreed that the SecuritiesCompany will have no obligation to recognize the ownership, beneficial or otherwise, of such Series G or any part thereof by anyone, except as an investment, involve a high degree of risk including, but not limited to, set forth herein;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Series G and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under ;
(g) I: _________________
(1) Have carefully read this Subscription Agreement and the Term Sheet dated May 3, 2011, and all subsequent filings filed with the Securities Act in connection with evaluating such merits and risks.
h. I Exchange Commission and press releases contained on the Company’s website and understand and have evaluated the risks of a purchase of the Series G and have relied solely upon my own investigation (except as indicated in making a decision to invest subsection (2) and (3)) on the information contained in the Company.this Subscription Agreement;
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise2) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have Have been provided an opportunity to obtain any additional information concerning the offering and Offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Securities Act Offering and in other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 501 promulgated thereunder and have attached 3E-500.05(a) thereunder, I may have, at the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk offices of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(j) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(l) I have not received any general solicitation or advertising regarding the purchase of the Series G and became aware of this investment through a substantive, pre-existing relationship with the Company; and
(m) Where applicable, I agree to be bound by any restrictions on resale of the Series G required by applicable state laws.
Appears in 1 contract
Sources: Subscription Agreement (Options Media Group Holdings, Inc.)
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Securities nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesSecurities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have has not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are it has subsequently been registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities.
(d) I further acknowledge my understanding that the Company’s reliance on such exemptions referred to in subsection (c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Securities that are issued for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Securities subscribed for hereby to me.
e. I recognize , it is agreed that the SecuritiesCompany will have no obligation to recognize the ownership, beneficial or otherwise, of such Securities or any part thereof by anyone, except as an investment, involve a high degree of risk including, but not limited to, set forth herein;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I ;
(g) I:
(1) have not utilized any person as my purchaser representative as defined in Regulation D under carefully read this Subscription Agreement, the Company’s Form 10-K for the year ended June 30, 2013, and all subsequent filings filed with the Securities Act in connection with evaluating such merits and risks.
h. I Exchange Commission and understand and have evaluated the risks of a purchase of the Securities and have relied solely upon my own investigation (except as indicated in making a decision to invest subsection (2) and (3)) on the information contained in the Company.this Subscription Agreement;
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise2) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) of have been given the Securities Act opportunity to ask questions of, and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companiesreceive answers from, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect concerning the terms and conditions and other matters pertaining to such securities.
m. this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I understand that (1) may have, at the Securities have not been registered under the Securities Act, or the securities laws offices of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(j) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida or other state law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(l) I have not received any general solicitation or advertising regarding the purchase of the Securities and became aware of this investment through a substantive, pre-existing relationship with the Company; and
(m) Where applicable, I agree to be bound by any restrictions on resale of the Securities required by applicable state laws.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.risk;
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Units nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesUnits. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the Securities certificates to be issued. I acknowledge that are issued no public market may develop for the Warrants.
(d) I further acknowledge my understanding that the Company’s reliance on such exemptions referred to in subsection (c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Units for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Units subscribed for hereby to me.
e. I recognize , it is agreed that the SecuritiesCompany will have no obligation to recognize the ownership, beneficial or otherwise, of such Units or any part thereof by anyone, except as an investment, involve a high degree of risk including, but not limited to, set forth herein;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under ;
(g) I: _________________
(1) Have carefully read this Subscription Agreement and the Company’s Prospectus dated November 29, 2010, and all subsequent filings filed with the Securities Act in connection with evaluating such merits and risks.
h. I Exchange Commission and press releases contained on the Company’s website and understand and have evaluated the risks of a purchase of the Units and have relied solely upon my own investigation (except as indicated in making a decision to invest subsection (2) and (3)) on the information contained in the Company.this Subscription Agreement;
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise2) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have Have been provided an opportunity to obtain any additional information concerning the offering and Offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Securities Act Offering and in other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 501 promulgated thereunder and have attached 3E-500.05(a) thereunder, I may have, at the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk offices of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.;
q. (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(j) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(l) I have not received any general solicitation or advertising regarding the purchase of the Units and became aware of this investment through a substantive, pre-existing relationship with the Company; and
(m) Where applicable, I agree to be bound by any restrictions on resale of the Units required by applicable state laws.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me.
e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. I have relied solely upon my own investigation in making a decision deciding to invest in the Company.
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have been provided an opportunity to obtain any additional information concerning the offering Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Representation and Suitability Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (1i) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering Offering or made any finding or determination relating to the fairness of an investment in the Company, and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. The information contained in my Investor Representation and Suitability Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offeringOffering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documentsrisk.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.;
c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (c) I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, Securities nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securitiesSecurities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain such states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend denoting the restriction on the certificates to be issued.
(d) I further acknowledge my understanding that the Company’s reliance on such exemptions referred to in subsection (c) above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Securities that are issued for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Securities subscribed for hereby to me.
e. I recognize , it is agreed that the SecuritiesCompany will have no obligation to recognize the ownership, beneficial or otherwise, of such Securities or any part thereof by anyone, except as an investment, involve a high degree of risk including, but not limited to, set forth herein;
(e) I have the financial ability to bear the economic risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needsCompany (including its possible total loss), and I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity with respect to my investment in the Company.;
f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I ;
(g) I: _________________
(1) Have carefully read this Subscription Agreement and the Term Sheet, and understand and have not utilized any person as my purchaser representative as defined in Regulation D under evaluated the risks of a purchase of the Securities Act including the risks disclosed in connection with evaluating such merits the Prospectus filed on November 29, 2012 and risks.
h. I have relied solely upon my own investigation (except as indicated in making a decision to invest subsection (2) and (3)) on the information contained in this Subscription Agreement and the Company.Term Sheet;
i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise2) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. I have Have been provided an opportunity to obtain any additional information concerning the offering and Offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.; and
l. I am an “accredited investor” as defined in Section 2(15(3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Securities Act Offering and other matters pertaining to this investment. In addition, if the offer or sale occurs in Florida, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. I understand that (13E-500.05(a) the Securities have not been registered under the Securities Actthereunder, or if it occurs elsewhere, I may have, at the securities laws offices of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities lawscan obtain without unreasonable effort or expense.
n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.
o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (h) If the Investor undersigned is a corporation, companytrust, trustpartnership, employee benefit plan, individual retirement account, K▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so;
(i) I hereby acknowledge that the Company raised $2,757,000 of the Offering on September 28, 2012 (the “September Offering”). The investors in the September Offering executed a Securities Purchase Agreement which is different than this Subscription Agreement. The Securities Purchase Agreement provided certain representations and warranties which are not included in this Subscription Agreement. I hereby acknowledge that the Company has provided me with a copy of the Prospectus filed with the Securities and Exchange Commission on November 29, 2012 in lieu of making the representations and warranties contained in the Securities Purchase Agreement.
q. (j) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys;
(k) The information contained in my Investor Questionnaire, as well as Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, and if there should be any material change in such information prior to the Closing acceptance of the offeringmy subscription, I will furnish such revised or corrected information to the Company. ;
(l) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable lawsstate laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability;
(m) I have not received any general solicitation or advertising regarding the purchase of the Securities and became aware of this investment through a substantive, pre-existing relationship with the Company or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and
(n) Where applicable, I agree to be bound by any restrictions on resale of the Securities required by applicable state laws.
Appears in 1 contract
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:
a. (a) I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents.
b. (b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.
c. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of SecuritiesUnits, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.
d. (d) I am purchasing the Securities Units for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the SecuritiesUnits, the Notes, the Warrants, or the shares of Common Stock issuable upon exercise of the Warrants, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units, the Notes, or the shares of Common Stock issuable upon exercise of the Warrants. I hereby authorize the Company to place a restrictive legend denoting the restrictions on the Securities Units that are may be issued to me, as well as the Notes, Warrants, and shares of Common Stock issuable upon exercise of the Warrants.
e. (e) Except as described in my Purchaser Investor Questionnaire, I am not a member of the National Association of Securities Dealers, Inc. ("NASD"); I am not and have not, for a period of twelve (12) months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases).
(f) I recognize that the SecuritiesUnits, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company.
f. (g) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering DocumentsDocuments and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.
g. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks.
h. (i) I have relied solely upon my own investigation in making a decision to invest in the Company.
i. (j) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
j. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction.
k. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
l. (m) I am an “"accredited investor” " as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” statusthereunder. I can bear the entire economic risk of the investment in the Securities Units for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Act. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
m. (n) I understand that (1i) the Securities Units and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states, states in reliance on specific exemptions from registration, (2ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, Company and (3iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain the exemptions from registration afforded by the Securities Act and certain state securities laws.
n. (o) I understand that (i) since neither the offer nor sale of the Securities Units has been registered under the Securities Act or the securities laws of any state, the Securities Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (ii) it is not anticipated that there will be any market for the resale of the Units.
o. (p) I have had the opportunity been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
p. (q) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, K▇▇▇▇ Keogh Plan, or other tax-exempt entity, it is authorized and qualified to qualif▇▇▇ ▇o become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
q. (r) The information contained in my Purchaser Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription subscription, and any agreements made in connection herewith shall survive my death or disability.
Appears in 1 contract