Representations by Undersigned. The undersigned represents and warrants as follows: (a) The undersigned has reviewed a the form 8-K's and copy of the latest Q and K filed by the Company (available at the SEC website), and has read and analyzed, and is familiar with the 8-K's, K and Q and the documents attached thereto as Exhibits; (b) The undersigned acknowledges and understands that no U.S. federal or state agency; nor any governmental agency of any other jurisdiction, has made any recommendation or endorsement of the Units; (c) The undersigned acknowledges and understands that no less than one Unit must be purchased by the undersigned for a minimum investment of $20,000; (d) The undersigned recognizes that the acquisition of the Units as an investment involves a high degree of risk; (e) The undersigned acknowledges and understands that there are imposed substantial restrictions on the resale, assignment or transfer of the Units and the shares of Common Stock and the Warrants (including the Common Stock into which the Warrants are convertible) which comprise the Units, and that it may not be possible to readily liquidate the investment of the undersigned in any of the securities; (f) The undersigned has a net worth, which is at least 10 times greater than the amount of the investment amount subscribed for; (g) The undersigned, by virtue of his own investment acumen and business experience, or together with the Offeree Representative named below, if any (the "Offeree Representative"), is capable of evaluating the risks and merits of investing in the Units; (h) If an individual, the undersigned, is 18 years of age or over and is a bona fide resident of the state set forth in the residence address which such individual has set forth below; (i) The undersigned is purchasing Units for the undersigned's own account, for investment purposes and not with a view to or for any distribution or fractionalization thereof; (j) All documents and additional information requested by the undersigned have been made available to the undersigned and any Offeree Representative; (k) The undersigned is capable of bearing the high degree of economic risk associated with an investment in the Units, including the possible complete loss of all contributed capital; (l) All of the representations of the undersigned herein are true and accurate, and that the Company and the officers and directors of the Company (collectively "Management) will and may, without further investigation, rely on such representations.
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Representations by Undersigned. The undersigned acknowledges and represents and warrants as follows:: (a) the undersigned has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of the prospective purchase of the Units.
(a) The the undersigned has reviewed a obtained, to the form 8-K's and copy extent, he deems necessary, his own personal professional advice with respect to the risks inherent in the investment in the Units, the suitability of the latest Q investment in the Units in light of his financial condition and K filed by the Company (available at the SEC website)investment needs, and has read and analyzed, and is familiar with the 8-K's, K and Q and the documents attached thereto as Exhibits;tax consequences of such an investment.
(b) The the undersigned acknowledges believes that the investment in the Units is suitable for him based upon his investment objectives and understands that financial needs, and the undersigned has adequate means of providing for his current financial needs and personal contingencies and has no U.S. federal or state agency; nor any governmental agency need for liquidity of any other jurisdiction, has made any recommendation or endorsement of investment with respect to the Units;.
(c) The undersigned acknowledges and understands that no less than one Unit must be purchased by the undersigned for a minimum is able to bear the economic risk of an investment in the Units, and the total loss of $20,000;his investment.
(d) The undersigned has either attended or been given reasonable opportunity to attend a meeting with representatives of the Company for the purpose of asking questions of, and receiving answers from, such representatives concerning the terms and conditions of the offering of the Units and to obtain any other additional information, to the extent reasonably available, regarding the Company.
(e) the undersigned recognizes that the acquisition of Company is a startup company with an operating history and that the Units as an investment involves involve a high degree of risk;risk including, but not limited to, the risk of loss of the undersigned's entire investment.
(ef) the undersigned realizes that (i) the purchaser of the Units may have to bear the economic risk of investment for an indefinite period of time. (ii) there is presently no market for the Units and no public or private market for the Units is expected to develop, and (iii) there are restrictions on the transfer of the Units, and the undersigned understands that he may not be able to liquidate his investment in the Units in the event of an emergency or pledge the Units as collateral security for loans.
(g) The undersigned acknowledges represents and understands warrants that there are imposed substantial restrictions on the resale, assignment or transfer of the Units and the shares of Common Stock and the Warrants (including the Common Stock into which the Warrants are convertible) which comprise being purchased for his own account, that he has made no agreement with others regarding the Units, and that his financial condition is such that it may is not likely that it will be possible necessary to readily liquidate the investment dispose of the undersigned in any of the securities;
(f) The undersigned has a net worth, which is at least 10 times greater than the amount of the investment amount subscribed for;
(g) The undersigned, by virtue of his own investment acumen and business experience, or together with the Offeree Representative named below, if any (the "Offeree Representative"), is capable of evaluating the risks and merits of investing Units in the Units;foreseeable future.
(h) If the undersigned, if other than an individual, makes the undersigned, is 18 years of age or over following additional representations and is a bona fide resident of the state set forth in the residence address which such individual has set forth below;warranties:
(i) The the undersigned is purchasing Units was not organized for the specific purpose of acquiring the Units; and (ii) this Subscription Agreement and Purchaser Questionnaire has been duly authorized by all necessary action on the part of the undersigned's own account, for investment purposes has been duly executed by an authorized officer or representative of the undersigned, and is a legal, valid and binding obligation of the undersigned enforceable in accordance with its terms.
(i) the undersigned understands that the Units cannot with a view to be sold or for assigned without registration and/or qualification under any distribution applicable state securities laws or fractionalization thereof;exemptions from such laws.
(j) All documents the undersigned is informed of the significance to the Company of the foregoing representations, and additional information requested such representations are made with the intention that the Company will rely on them. The undersigned shall indemnify and hold harmless the Company, its respective officers, directors, agents and affiliates against any losses, claims, damages, or liabilities to which they, or any of them, may become subject insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise from any actual or alleged misrepresentation or misstatement of facts or omission to represent or state facts made by the undersigned have been made available to the Company concerning the undersigned and or the undersigned's financial position in connection with the offering or sale of the Units including, without limitation, any Offeree Representative;such misrepresentation, misstatement, or omission.
(k) The undersigned is capable of bearing Purchaser will hold title to the high degree of economic risk associated with an investment in the Units, including the possible complete loss of all contributed capital;
(l) All of the representations of the undersigned herein are true and accurate, and that the Company and the officers and directors of the Company (collectively "Management) will and may, without further investigation, rely on such representations.Units as follows: Individual Ownership Joint Ownership Trust or Corporation
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Sources: Subscription Agreement
Representations by Undersigned. The undersigned Purchaser represents and warrants to the Corporation and its officers and directors as follows:
(a) The undersigned Purchaser has reviewed a the form 8-K's been given (i) access to all books and copy records, legal documents and other material information of the latest Q Corporation; (ii) access to all material contracts and K filed by documents of the Company (available at Corporation relating to the SEC website), and has read and analyzed, and is familiar with issuance of the 8-K's, K and Q Common Stock and the documents attached thereto as Exhibits;Corporation's business; and (iii) an opportunity to ask questions of and receive answers from the executive officers of the Corporation, regarding the information in (i) and (ii) above.
(b) The undersigned acknowledges Purchaser is advised that the Common Stock subscribed for hereby has not been registered under the Securities Act of 1933, as amended (the "Act"), or any 2 applicable state securities laws in reliance upon exemption provisions of the Act and understands that such other laws; and accordingly, no U.S. federal Federal or state agency; nor any governmental agency of any other jurisdiction, has made any recommendation or endorsement of as to, or otherwise passed on the Units;merits of, purchasing the Common Stock.
(c) The undersigned acknowledges and understands that no less than one Unit must be purchased by the undersigned for a minimum investment of $20,000;
(d) The undersigned recognizes that the acquisition of the Units as an investment involves a high degree of risk;
(e) The undersigned acknowledges and understands that there are imposed substantial restrictions on the resale, assignment or transfer of the Units and the shares of Common Stock and the Warrants (including Because the Common Stock into which has not been registered under the Warrants are convertible) which comprise Act or state law, the Units, and Purchaser of the Common Stock must bear the economic risks of investment for an indefinite period of time. The Purchaser is advised that it may will not be possible to readily liquidate his or her investment. The Purchaser is further aware that such registration in the future is uncertain and that the Corporation is not under any obligation to register the Common Stock or assist in complying with any exemption from registration, except as set forth below.
(d) The Purchaser has read, is familiar with and understands Rule 501 of Regulation D and represents that the Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Act. The Purchaser represents that he or she has (i) a net worth of at least $1,000,000, exclusive of his home, home furnishings and automobiles; (ii) annual income of at least $200,000, which he or she represents is sufficient to provide for his or her personal needs, living expenses, and contingencies; (iii) an overall commitment to investments which are not readily marketable that is not disproportionate to his or her net worth so that an investment in the Common Stock will not cause such overall commitment to be excessive; and (iv) such knowledge and experience in business and financial matters that he or she is capable of evaluating the Corporation and its proposed activities and the merits of investment in the Common Stock. The Purchaser further represents that he is a director. The Purchaser has adequate means of providing for his or her current needs and personal contingencies and has no need for liquidity in his or her investment and can afford to lose the entire amount of the investment.
(e) The Purchaser has made such independent inquiries as he or she deems necessary to evaluate properly his or her investment in the Common Stock, including consultation with his or her personal legal and tax advisors to determine whether the investment of the undersigned in any of the securities;is appropriate for him or her.
(f) The undersigned has a net worth, which Purchaser is at least 10 times greater than the amount over twenty-one (21) years of the investment amount subscribed for;age.
(g) The undersigned, by virtue of his own investment acumen and business experience, or together with the Offeree Representative named below, if any (the "Offeree Representative"), is capable of evaluating the risks and merits of investing in the Units;
(h) If an individual, the undersigned, is 18 years of age or over and is a bona fide resident of the state set forth in the residence address which such individual has set forth below;
Purchaser: (i) The undersigned is purchasing Units acquiring the Common Stock solely for the undersignedPurchaser's own account, account for investment purposes only and not with a view toward resale or distribution thereof, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or for otherwise transfer the Common Stock to any distribution other person; and (iii) agrees not to sell or fractionalization thereof;
(j) All documents otherwise transfer the Common Stock unless and additional information requested by until the undersigned have been made available to Common Stock is subsequently registered under the undersigned 1933 Act and any Offeree Representative;
(k) The undersigned applicable state securities laws, or unless an exemption from any such requirement is capable available. No other person or entity will have, upon consummation of bearing the high degree of economic risk associated with an investment transactions contemplated herein, a direct or indirect beneficial interest in the Units, including the possible complete loss of all contributed capital;
(l) All of the representations of the undersigned herein are true and accurate, and that the Company and the officers and directors of the Company (collectively "Management) will and may, without further investigation, rely on such representations.Common Stock. The Purchaser does not currently have any reason to anticipate any change in his or her circumstances or other particular
Appears in 1 contract
Representations by Undersigned. The undersigned represents and warrants as follows:
(a) A. The undersigned has reviewed a received and read the form 8-K's and copy Memorandum, relating to the Offering of the latest Q and K filed by the Company (available at the SEC website)Shares, and has read and analyzed, and relied only on the information contained therein; ---------------------------------------- (initial)
B. The undersigned is familiar with purchasing Shares in the 8-K's, K and Q Corporation without being furnished any Offering literature or prospectus other than the Memorandum and the documents attached thereto as Exhibits;undersigned understands that this transaction and the Memorandum may not have been scrutinized by the Securities and Exchange Commission or the securities authorities of any state. ---------------------------------------- (initial)
(b) C. The undersigned acknowledges (and understands that no U.S. federal or state agency; nor any governmental agency of any other jurisdictionthe undersigned's purchaser representative(s), if any), has made any recommendation or endorsement of the Units;
(chave) The undersigned acknowledges such knowledge and understands that no less than one Unit must be purchased by the undersigned for a minimum investment of $20,000;
(d) The undersigned recognizes that the acquisition of the Units as an investment involves a high degree of risk;
(e) The undersigned acknowledges and understands that there are imposed substantial restrictions on the resale, assignment or transfer of the Units and the shares of Common Stock and the Warrants (including the Common Stock into which the Warrants are convertible) which comprise the Units, and that it may not be possible to readily liquidate the investment of the undersigned experience in any of the securities;
(f) The undersigned has a net worth, which is at least 10 times greater than the amount of the investment amount subscribed for;
(g) The undersigned, by virtue of his own investment acumen financial and business experience, or together with the Offeree Representative named below, if any (the "Offeree Representative"), is matters as to be capable of evaluating the merits and risks of this investment; and merits the undersigned is aware that this investment represents A SUBSTANTIAL RISK OF LOSS. The undersigned represents and warrants that: (1) the undersigned has adequate means of investing providing for the undersigned's current needs and possible personal contingencies, (2) the undersigned has no need for liquidity with respect to this investment, (3) the undersigned has no reason to anticipate any change in the Units;
undersigned's personal circumstances, financial or otherwise, which may cause or require any sale or distribution of the undersigned's Shares, and (h4) If an individualthe undersigned is able to bear the economic risk of ties investment -- specifically, the undersignedundersigned is able to bear the COMPLETE LOSS OF THIS INVESTMENT (i.e., is 18 years of age or over and is a bona fide resident the full purchase price of the state set forth undersigned's Shares and any additional capital contributions.) ---------------------------------------- (initial)
D. The undersigned (and the undersigned's purchaser representative(s), if any) has (have) been given: (1) a copy of the Memorandum, (2) any additional information requested, and (3) the opportunity to communicate directly with the Officers and Directors of the Corporation, in order to verify the accuracy of, or amplify upon, the information in the residence address which such individual has set forth below;Memorandum. ---------------------------------------- (initial)
(i) E. The undersigned is purchasing Units aware that the Shares are not being registered under the Securities Act of 1933 (the "1933 Act"). The undersigned understands that the Shares are being offered and sold in reliance on the exemption from registration provided by Sections 3(b) of the 1933 Act and Regulation D, Rule 504 promulgated thereunder. The undersigned represents and warrants that: (1) the Shares are being acquired solely for the undersigned's own account, for investment purposes only, and are not being purchased with a view to or for in connection with, any distribution resale, distribution, subdivision or fractionalization thereof;
, and (j2) All documents and additional information requested by the undersigned have been made available has no agreement or other arrangement, formal or informal, with any person to sell, transfer or pledge any of the Shares' or which would guarantee to the undersigned any profit, or protect the undersigned against any loss with respect to the Securities, and the undersigned has no plans to enter into any Offeree Representative;
(k) such agreement or arrangement. The undersigned is capable of bearing understands that the high degree of undersigned may be required to bear the economic risk associated of this investment for an indefinite period of time because there is currently no trading market for the Shares and the Shares cannot be resold or otherwise transferred unless applicable state securities laws are complied with an investment in (which the UnitsCorporation is not obligated to do) or exemptions therefrom are available. ---------------------------------------- (initial)
F. The undersigned understands that the Shares cannot be sold or assigned without the registration and/or qualification under any applicable state securities laws or exemptions from such laws. ---------------------------------------- (initial)
G. The undersigned understands that the Corporation has no obligation to register the Shares under the 1933 Act or to register or qualify the Shares for sale under any state securities laws, including or to take any other action, through the possible complete loss establishment of all contributed capital;exemption(s) or otherwise, to permit the transfer thereof. ---------------------------------------- (initial)
(l) All H. As a condition of the representations right to subscribe for the capital stock referred to herein, the undersigned acknowledges that the Shares are offered solely by the Memorandum dated August 15, 1998 and on the terms and conditions described therein. IF ANY REPRESENTATIONS HAVE BEEN MADE OTHER THAN THOSE MADE IN THE MEMORANDUM, SUCH REPRESENTATIONS MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE CORPORATION. ---------------------------------------- (initial)
I. All information which the undersigned has provided to the Corporation concerning himself or herself is correct and complete as of the undersigned herein are true date set forth at the end hereof ---------------------------------------- (initial)
J. I will hold title to my Shares as follows: ______Community Property _____Tenants in Common ______Joint Tenants, with _____Separate Property Right of Survivorship ______Other (Corporation, Single Person, Trust, etc. Please indicate.) DATED: , 1998 ------------ ---------------------------------------- Name of Entity, if any ------------------------------------ ---------------------------------------- Signature (Individual) *Signature with Title ------------------------------------ Signature (all record holders should sign) ------------------------------------ ---------------------------------------- Name(s) Typed or Printed Name Typed or Printed ------------------------------------ ---------------------------------------- Address to Which Correspondence Address to Which Correspondence should be Directed should be Directed ------------------------------------ ---------------------------------------- ------------------------------------ ---------------------------------------- City, State and accurateZip Code City, State and that the Company and the officers and directors of the Company (collectively "Management) will and may, without further investigation, rely on such representations.Zip Code ------------------------------------ ---------------------------------------- Tax Identification or Tax Identification or Social Social Security Number Security Number
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