Subscriber Representations. The undersigned hereby represents and warrants to and agrees with the Company as follows: 8.1. The undersigned has been furnished with and has carefully read the Form 10-K, Form 10-Q and Form 8-Ks and is familiar with and understands the terms of the offering described herein (the "Offering"). With respect to individual or partnership tax and other economic considerations involved in this investment, the undersigned is not relying on the Company (or any agent or representative of the Company). The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional legal, tax, accounting and financial advisers, the suitability of an investment in the Common Stock for the undersigned's particular tax and financial situation and has determined that the Common Stock being subscribed for by the undersigned is a suitable investment for the undersigned. 8.2. The undersigned acknowledges that all documents, records and books pertaining to this investment which the undersigned has requested have been made available for inspection by the undersigned and the undersigned's attorney, accountant and other adviser(s). 8.3. The undersigned and/or the undersigned's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to the full satisfaction of the undersigned. 8.4. The undersigned is not aware of any material information regarding the Company, any of its subsidiaries, or their respective business, prospects, financial condition or results of operations which has not been disseminated generally to the public. 8.5. The undersigned is not subscribing for shares of Common Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting. 8.6. The undersigned is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Act. The undersigned, by reason of the undersigned's business or financial experience or the business or financial experience of the undersigned's professional advisers who are unaffiliated with and who are not being compensated by the Company or any affiliate of the Company, directly or indirectly, can be reasonably assumed to have the capacity to protect its interests in connection with an investment in the shares of Common Stock. 8.7. If the undersigned is a natural person, the undersigned has adequate means of providing for the undersigned's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the shares of Common Stock for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. 8.8. The undersigned or the undersigned's purchaser representative, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable the undersigned to utilize the information made available to the undersigned in connection with the Offering to evaluate the merits and risks of an investment in the Common Stock and to make an informed investment decision with respect 5 thereto. 8.9. The undersigned acknowledges the Shares of Common Stock herein submitted for have not been registered under the Act or under any State Acts. The undersigned will not sell, transfer or otherwise dispose of the Shares unless they are registered under the Act and any applicable State Acts or pursuant to available exemptions from such registration; provided that the undersigned shall be required to deliver to the Company an opinion of counsel satisfactory to the Company confirming the availability of such exemption. The undersigned represents that the undersigned is purchasing the Common Stock for the undersigned's own account, for investment and not with a view to resale or distribution except in compliance with the Act and the restrictions contained in the immediately preceding sentence. The undersigned has not offered or sold any portion of the Shares of Common Stock being acquired nor does the undersigned have any present intention of selling, distributing or otherwise disposing of the shares of Common Stock either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance in violation of the Act or any State Acts. 8.10. The undersigned recognizes that investment in the Shares involves substantial risks, including loss of the entire amount of such investment. Further, the undersigned has carefully read and considered the matters set forth in the Memorandum, and has taken full cognizance of and understands all of the risks related to a purchase of the Shares. 8.11. The undersigned acknowledges that each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. The undersigned acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the Company. 8.13. If this Subscription Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Subscription Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Shares, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Act and has submitted information substantiating such individual qualification. 8.14. If the undersigned is a retirement plan or is investing on behalf of a retirement plan, the undersigned acknowledges that investment in the Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Shares to offset taxable income. 8.15. The undersigned shall indemnify and hold harmless the Company and each of its subsidiaries and each officer, director or control person of any such entity, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentations or misstatement of facts or omission to represent or state facts made or alleged to have been made by the undersigned to the Company (or any agent or representative of the Company) or omitted or alleged to have been omitted by the undersigned, concerning the undersigned or the undersigned's authority to invest or financial position in connection with the Offering, including, without limitation, any such misrepresentation, misstatement or omission contained in any document submitted by the undersigned in connection with the Offering, against losses, liabilities and expenses actually and reasonably incurred by the Company or any officer, director or control person of the Company in connection with such action, suit or proceeding for which the Company or such officer, director or control person has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement).
Appears in 1 contract
Subscriber Representations. The undersigned Subscriber hereby represents represents, warrants and warrants to acknowledges and agrees with the Company as follows:
8.1. 7.1 The undersigned has been furnished with and has carefully read the Form 10-K, Form 10-Q and Form 8-Ks materials set forth in Section 2.1 hereto and is familiar with and understands the terms of the offering described herein (the "Offering"). With respect to individual or partnership tax and other economic considerations involved in this investment, the undersigned is not relying on the Company (or any agent or representative of the Company). The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional legal, tax, accounting and financial advisers, advisers the suitability of an investment in the Common Stock for the undersigned's particular tax and financial situation and has determined that the Common Stock Shares being subscribed for by the undersigned is are a suitable investment for the undersigned.
8.2. 7.2 The undersigned acknowledges that all documents, records and books pertaining to this investment which the undersigned has requested have been made available for inspection by the undersigned and the undersigned's attorney, accountant and or other adviser(s).
8.3. 7.3 The undersigned and/or the undersigned's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to the full satisfaction of the undersigned.
8.4. The undersigned is not aware of any material information regarding the Company, any of its subsidiaries, or their respective business, prospects, financial condition or results of operations which has not been disseminated generally to the public.
8.5. 7.4 The undersigned is not subscribing for shares of Common Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting.
8.6. 7.5 The undersigned is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Act. The undersigned, by reason of the undersigned's business or financial experience or the business or financial experience of the undersigned's professional advisers who are unaffiliated with and who are not being compensated by the Company or any affiliate of the Companythereof, directly or indirectly, can be reasonably assumed to have the capacity to protect its interests in connection with an investment in the shares of Common StockShares.
8.7. 7.6 If the undersigned is a natural person, the undersigned has adequate means of providing for the undersigned's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the shares of Common Stock Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
8.8. 7.7 The undersigned or the undersigned's purchaser representative, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable the undersigned to utilize the information made available to the undersigned in connection with the Offering to evaluate the merits and risks of an investment in the Common Stock Shares and to make an informed investment decision with respect 5 thereto.
8.9. 7.8 The undersigned acknowledges that the Shares shares of Common Stock herein submitted subscribed for have not been registered under the Act or and under the securities laws of any State Actsstate. The undersigned will not sell, transfer or otherwise dispose of the Shares unless they are registered under the Act and any applicable State Acts state securities laws or pursuant to available exemptions from such registration; , provided that the undersigned shall be required to deliver seller delivers to the Company an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company Company, confirming the availability of such exemption. The undersigned represents that the undersigned is purchasing the Common Stock Shares for the undersigned's own account, for investment and not with a view to resale or distribution except in compliance with the Act and the restrictions contained in the immediately preceding sentence. The undersigned has not offered or sold any portion of the Shares of Common Stock being acquired nor does the undersigned have any present intention of selling, distributing or otherwise disposing of the shares of Common Stock Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance in violation of the Act or any State ActsAct.
8.10. 7.9 The undersigned recognizes that investment in the Shares involves substantial risks, including loss of the entire amount of such investment. Further, the undersigned has carefully read and considered the matters set forth in the Memorandum, and has taken full cognizance of and understands all of the risks related to a purchase of the Shares.
8.11. 7.10 The undersigned acknowledges that each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. .
7.11 The undersigned acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the Company.
8.13. 7.12 If this Subscription Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Subscription Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Shares, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Act ("Regulation "D") and has submitted information substantiating such individual qualification.
8.14. 7.13 If the undersigned is a retirement plan or is investing on behalf of a retirement plan, the undersigned acknowledges that investment in the Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Shares to offset taxable income.
8.15. 7.14 The undersigned shall indemnify and hold harmless the Company and each of its subsidiaries and each officer, director or control person of any such entitythereof, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentations or misstatement of facts or omission to represent or state facts made or alleged to have been made by the undersigned to the Company (or any agent or representative of the Companythereof) or omitted or alleged to have been omitted by the undersigned, concerning the undersigned or the undersigned's authority to invest or financial position in connection with the Offering, including, without limitation, any such misrepresentation, misstatement or omission contained in the Subscriber Questionnaire or any other document submitted by the undersigned in connection with the Offeringundersigned, against losses, liabilities and expenses actually and reasonably incurred by the Company Company, or any officer, director or control person of the Company thereof in connection with such action, suit or proceeding for which the Company Company, Subscriber, or such officer, director or control person has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement).
Appears in 1 contract
Subscriber Representations. The undersigned hereby represents and warrants to and agrees with the Company and the Placement Agent as follows:
8.1. 7.1 The undersigned has been furnished with and has carefully read the Form 10-K, Form 10-Q and Form 8-Ks Memorandum and is familiar with and understands the terms of the offering described herein in the Memorandum (the "Offering"). With respect to individual or partnership tax and other economic considerations involved in this investment, the undersigned is not relying on the Company or the Placement Agent (or any agent or representative of the Companyany of them). The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional legal, tax, accounting and financial advisers, advisers the suitability of an investment in the Common Stock for the undersigned's particular tax and financial situation and has determined that the Common Stock being subscribed for by the undersigned is are a suitable investment for the undersigned.
8.2. 7.2 The undersigned acknowledges that all documents, records and books pertaining to this investment which the undersigned has requested (including, without limitation, the Memorandum) have been made available for inspection by the undersigned and the undersigned's attorney, accountant and or other adviser(s).
8.3. 7.3 The undersigned and/or the undersigned's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to the full satisfaction of the undersigned.
8.4. The undersigned is not aware of any material information regarding the Company, any of its subsidiaries, or their respective business, prospects, financial condition or results of operations which has not been disseminated generally to the public.
8.5. 7.4 The undersigned is not subscribing for shares of Common Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting.
8.6. 7.5 The undersigned is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the ActSecurities Act of 1933. The undersigned, by reason of the undersigned's business or financial experience or the business or financial experience of the undersigned's professional advisers who are unaffiliated with and who are not being compensated by the Company or the Placement Agent or any affiliate of the Companyeither of them, directly or indirectly, can be reasonably assumed to have the capacity to protect its interests in connection with an investment in the shares of Common Stock.
8.7. 7.6 If the undersigned is a natural person, the undersigned has adequate means of providing for the undersigned's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the shares of Common Stock for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
8.8. 7.7 The undersigned or the undersigned's purchaser representative, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable the undersigned to utilize the information made available to the undersigned in connection with the Offering to evaluate the merits and risks of an investment in the Common Stock and to make an informed investment decision with respect 5 thereto.
8.9. 7.8 The undersigned acknowledges the Shares of Common Stock herein submitted for have not been registered are nonregistered under the Securities Act or and under the securities laws of any State Actsstate. The undersigned will not sell, transfer or otherwise dispose of the Shares unless they are registered under the Securities Act and any applicable State Acts state securities laws or pursuant to available exemptions from such registration; , provided that the undersigned shall be required to deliver seller delivers to the Company an opinion of counsel satisfactory to the Company confirming the availability of such exemption. The undersigned represents that the undersigned is purchasing the Common Stock for the undersigned's own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act and the restrictions contained in the Subscription Agreement EXHIBIT A immediately preceding sentence. The undersigned has not offered or sold any portion of the Shares of Common Stock being acquired nor does the undersigned have any present intention of selling, distributing or otherwise disposing of the shares of Common Stock either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance in violation of the Act or any State ActsSecurities Act.
8.10. 7.9 The undersigned recognizes that investment in the Shares involves substantial risks, including loss of the entire amount of such investment. Further, the undersigned has carefully read and considered the matters set forth under the captions "Notice to Investors" and "Risk Factors" in the Memorandum, and has taken full cognizance of and understands all of the risks related to a purchase of the Shares.
8.11. 7.10 The undersigned acknowledges that each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. .
7.11 The undersigned acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the CompanyCompany or the Placement Agent.
8.13. 7.12 If this Subscription Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Subscription Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Shares, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation "D") and has submitted information substantiating such individual qualification.
8.14. 7.13 If the undersigned is a retirement plan or is investing on behalf of a retirement plan, the undersigned acknowledges that investment in the Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Shares to offset taxable income.
8.15. 7.14 The undersigned shall indemnify and hold harmless the Company and each of its subsidiaries the Placement Agent and each officer, director or control person of any such entity, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentations or misstatement of facts or omission to represent or state facts made or alleged to have been made by the undersigned to the Company (or any agent or representative of the Company) or omitted or alleged to have been omitted by the undersigned, concerning the undersigned or the undersigned's authority to invest or financial position in connection with the Offering, including, without limitation, any such misrepresentation, misstatement or omission contained in any document submitted by the undersigned in connection with the Offering, against losses, liabilities and expenses actually and reasonably incurred by the Company or any officer, director or control person of the Company in connection with such action, suit or proceeding for which the Company or such officer, director or control person has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement).Subscription Agreement
Appears in 1 contract
Subscriber Representations. The undersigned hereby represents and warrants to and agrees with the Company and the Company’s agents as follows:
8.1(a) The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C, the accompanying Offering Statement, and in this Agreement. The undersigned can bear the economic risk of this investment and can afford a complete loss thereof; the undersigned has sufficient liquid assets to pay the full purchase price for the Shares; and the undersigned has adequate means of providing for its current needs and possible contingencies and has no present need for liquidity of the undersigned’s investment in the Company.
(b) The undersigned acknowledges that at no time has it been expressly or implicitly represented, guaranteed or warranted to the undersigned by the Company or any other person that a percentage of profit and/or amount or type of gain or other consideration will be realized because of the purchase of the Shares.
(c) Including the amount set forth on the signature page hereto, in the past 12-month period, the undersigned has not exceeded the investment limit as set forth in Rule 100(a)(2) of Regulation Crowdfunding.
(d) The undersigned has received and reviewed a copy of the Form C and accompanying Offering Statement. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C and accompanying Offering Statement to make the decision to purchase the Shares.
(e) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, the Portal, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. It is understood that information and explanations related to the terms and conditions of the Shares provided in the Form C and accompanying Offering Statement or otherwise by the Company, the Portal or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, the Portal nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the Shares. The undersigned acknowledges that neither the Company, the Portal nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares for purposes of determining the undersigned's authority or suitability to invest in the Shares.
(f) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C and accompanying Offering Statement. The undersigned has been furnished with had access to such information concerning the Company and has carefully read the Form 10-K, Form 10-Q and Form 8-Ks and is familiar with and understands Shares as it deems necessary to enable it to make an informed investment decision concerning the terms purchase of the offering described herein Shares.
(g) The undersigned understands that, unless the "Offering"). With respect undersigned notifies the Company in writing to individual the contrary at or partnership tax before the Closing, each of the undersigned's representations and other economic considerations involved warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(h) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this Offering at any time prior to the completion of the Offering. This Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the Shares, without interest thereon, to the undersigned.
(i) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares or made any finding or determination concerning the fairness or advisability of this investment.
(j) The undersigned confirms that the Company has not (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) an of investment in the Shares or (ii) made any representation to the undersigned regarding the legality of an investment in the Shares under applicable legal investment or similar laws or regulations. In deciding to purchase the Shares, the undersigned is not relying on the Company (advice or any agent or representative recommendations of the Company). The Company and the undersigned has carefully considered and hasmade its own independent decision, to alone or in consultation with its investment advisors, that the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional legal, tax, accounting and financial advisers, the suitability of an investment in the Common Stock for the undersigned's particular tax Shares is suitable and financial situation and has determined that the Common Stock being subscribed for by the undersigned is a suitable investment appropriate for the undersigned.
8.2. (k) The undersigned acknowledges that all documentshas such knowledge, records skill and books pertaining to this investment which the undersigned has requested have been made available for inspection by the undersigned and the undersigned's attorney, accountant and other adviser(s).
8.3. The undersigned and/or the undersigned's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to the full satisfaction of the undersigned.
8.4. The undersigned is not aware of any material information regarding the Company, any of its subsidiaries, or their respective experience in business, prospects, financial condition or results of operations which has not been disseminated generally to the public.
8.5. The undersigned is not subscribing for shares of Common Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting.
8.6. The undersigned is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Act. The undersigned, by reason of the undersigned's business or financial experience or the business or financial experience of the undersigned's professional advisers who are unaffiliated with and who are not being compensated by the Company or any affiliate of the Company, directly or indirectly, can be reasonably assumed to have the capacity to protect its interests in connection with an investment in the shares of Common Stock.
8.7. If matters that the undersigned is a natural person, the undersigned has adequate means capable of providing for the undersigned's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the shares of Common Stock for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
8.8. The undersigned or the undersigned's purchaser representative, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable the undersigned to utilize the information made available to the undersigned in connection with the Offering to evaluate evaluating the merits and risks of an investment in the Common Stock Shares. With the assistance of the undersigned's own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting and to make financial evaluation of the merits and risks of an informed investment decision with respect 5 thereto.
8.9in the Shares and the consequences of this Agreement. The undersigned acknowledges has considered the suitability of the Shares as an investment in light of Common Stock herein submitted its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the Shares and its authority to invest in the Shares.
(l) The undersigned is acquiring the Shares solely for the undersigned's own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares. The undersigned understands that the Shares have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under any State Actsthe provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations made by the undersigned in this Agreement. The undersigned understands that the Company is relying upon the representations and agreements contained in this Agreement (and any supplemental information provided by the undersigned to the Company or the Portal) for the purpose of determining whether this transaction meets the requirements for such exemptions.
(m) The undersigned understands that the Shares are restricted from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the SEC provide in substance that the undersigned may dispose of the Shares only pursuant to an effective registration statement under the Securities Act, an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfunding, after which certain state restrictions may apply. The undersigned understands that the Company has no obligation or intention to register any of the Shares, or to take action so as to permit sales pursuant to the Securities Act. Even if and when the Shares become freely transferable, a secondary market in the Shares may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Shares for an indefinite period of time.
(n) The undersigned agrees that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Shares unless they are registered under or any interest therein or make any offer or attempt to do any of the Act and any applicable State Acts or foregoing, except pursuant to available exemptions from such registration; provided that Section 227.501 of Regulation Crowdfunding.
(o) If the undersigned shall be required to deliver is not a United States person (as defined by Section 7701(a) (30) of the Internal Revenue Code of 1986, as amended), the undersigned hereby represents and warrants to the Company an opinion of counsel satisfactory that it has satisfied itself as to the Company confirming full observance of the availability laws of such exemption. The undersigned represents that the undersigned is purchasing the Common Stock its jurisdiction in connection with any invitation to subscribe for the undersigned's own account, for investment and not with a view to resale or distribution except in compliance with the Act and the restrictions contained in the immediately preceding sentence. The undersigned has not offered or sold any portion of the Shares of Common Stock being acquired nor does the undersigned have any present intention of selling, distributing or otherwise disposing of the shares of Common Stock either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance in violation of the Act or any State Acts.use of this Agreement, including
8.10. The undersigned recognizes that investment in the Shares involves substantial risks, including loss of the entire amount of such investment. Further, the undersigned has carefully read and considered the matters set forth in the Memorandum, and has taken full cognizance of and understands all of the risks related to a purchase of the Shares.
8.11. The undersigned acknowledges that each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. The undersigned acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the Company.
8.13. If this Subscription Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Subscription Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with requirements within its jurisdiction for the purchase of the Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Shares; (ii) the signature of the party signing on behalf of any foreign exchange restrictions applicable to such partnershippurchase, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnershipany governmental or other consents that may need to be obtained, corporation and the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or trust has not been formed for the specific purpose transfer of acquiring the Shares, unless each . The undersigned's subscription and payment for and continued beneficial owner ownership of such entity is qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Act and has submitted information substantiating such individual qualification.
8.14. If the undersigned is a retirement plan or is investing on behalf of a retirement plan, the undersigned acknowledges that investment in the Shares poses risks in addition to those associated with will not violate any applicable securities or other investments, including the inability to use losses generated by an investment in the Shares to offset taxable income.
8.15. The undersigned shall indemnify and hold harmless the Company and each laws of its subsidiaries and each officer, director or control person of any such entity, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentations or misstatement of facts or omission to represent or state facts made or alleged to have been made by the undersigned to the Company (or any agent or representative of the Company) or omitted or alleged to have been omitted by the undersigned, concerning the undersigned or the undersigned's authority to invest or financial position in connection with the Offering, including, without limitation, any such misrepresentation, misstatement or omission contained in any document submitted by the undersigned in connection with the Offering, against losses, liabilities and expenses actually and reasonably incurred by the Company or any officer, director or control person of the Company in connection with such action, suit or proceeding for which the Company or such officer, director or control person has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement)jurisdiction.
Appears in 1 contract
Sources: Subscription Agreement
Subscriber Representations. The undersigned hereby represents and warrants to and agrees with the Company and the Placement Agent as follows:
8.17.1. The undersigned has been furnished with and has carefully read the Form 10-K, Form 10-Q and Form 8-Ks Memorandum and is familiar with and understands the terms of the offering described herein in the Memorandum (the "Offering"). With respect to individual or partnership tax and other economic considerations involved in this investment, the undersigned is not relying on the Company or the Placement Agent (or any agent or representative of the Companyany of them). The undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned's professional legal, tax, accounting and financial advisers, advisers the suitability of an investment in the Common Stock for the undersigned's particular tax and financial situation and has determined that the Common Stock being subscribed for by the undersigned is are a suitable investment for the undersigned.
8.27.2. The undersigned acknowledges that all documents, records and books pertaining to this investment which the undersigned has requested (including, without limitation, the Memorandum) have been made available for inspection by the undersigned and the undersigned's attorney, accountant and or other adviser(s).
8.37.3. The undersigned and/or the undersigned's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to the full satisfaction of the undersigned.
8.4. The undersigned is not aware of any material information regarding the Company, any of its subsidiaries, or their respective business, prospects, financial condition or results of operations which has not been disseminated generally to the public.
8.57.4. The undersigned is not subscribing for shares of Common Stock stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting.
8.67.5. The undersigned is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the ActSecurities Act of 1933. The undersigned, by reason of the undersigned's business or financial experience or the business or financial experience of the undersigned's professional advisers advisors who are unaffiliated with and who are not being compensated by the Company or the Placement Agent or any affiliate of the Companyeither of them, directly or indirectly, can be reasonably assumed to have the capacity to protect its interests in connection with an investment in the shares of Common Stock.
8.7. If the undersigned is a natural person, the undersigned has adequate means of providing for the undersigned's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the shares of Common Stock for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
8.8. The undersigned or the undersigned's purchaser representative, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable the undersigned to utilize the information made available to the undersigned in connection with the Offering to evaluate the merits and risks of an investment in the Common Stock and to make an informed investment decision with respect 5 thereto.
8.9. The undersigned acknowledges the Shares of Common Stock herein submitted for have not been registered under the Act or under any State Acts. The undersigned will not sell, transfer or otherwise dispose of the Shares unless they are registered under the Act and any applicable State Acts or pursuant to available exemptions from such registration; provided that the undersigned shall be required to deliver to the Company an opinion of counsel satisfactory to the Company confirming the availability of such exemption. The undersigned represents that the undersigned is purchasing the Common Stock for the undersigned's own account, for investment and not with a view to resale or distribution except in compliance with the Act and the restrictions contained in the immediately preceding sentence. The undersigned has not offered or sold any portion of the Shares of Common Stock being acquired nor does the undersigned have any present intention of selling, distributing or otherwise disposing of the shares of Common Stock either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance in violation of the Act or any State Acts.
8.10. The undersigned recognizes that investment in the Shares involves substantial risks, including loss of the entire amount of such investment. Further, the undersigned has carefully read and considered the matters set forth in the Memorandum, and has taken full cognizance of and understands all of the risks related to a purchase of the Shares.
8.11. The undersigned acknowledges that each certificate representing the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. The undersigned acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the Company.
8.13. If this Subscription Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Subscription Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Shares; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Shares, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Act and has submitted information substantiating such individual qualification.
8.14. If the undersigned is a retirement plan or is investing on behalf of a retirement plan, the undersigned acknowledges that investment in the Shares poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Shares to offset taxable income.
8.15. The undersigned shall indemnify and hold harmless the Company and each of its subsidiaries and each officer, director or control person of any such entity, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentations or misstatement of facts or omission to represent or state facts made or alleged to have been made by the undersigned to the Company (or any agent or representative of the Company) or omitted or alleged to have been omitted by the undersigned, concerning the undersigned or the undersigned's authority to invest or financial position in connection with the Offering, including, without limitation, any such misrepresentation, misstatement or omission contained in any document submitted by the undersigned in connection with the Offering, against losses, liabilities and expenses actually and reasonably incurred by the Company or any officer, director or control person of the Company in connection with such action, suit or proceeding for which the Company or such officer, director or control person has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement).
Appears in 1 contract