Access to and Evaluation of Information Concerning the Company; General Solicitation. The Purchaser has:
(i) such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of purchasing the Securities, including the risk that the Purchaser could lose the entire value of the Securities, and has so evaluated the merits and risks of such purchase;
(ii) been given access to and an opportunity to examine such documents, materials and information concerning the Company as the Purchaser deems to be necessary or advisable in order to reach an informed decision as to an investment in the Company, to the extent that the Company possesses such information, has carefully reviewed and understands these materials and has had answered to the Purchaser’s full satisfaction any and all questions regarding such information;
(iii) made such independent investigation of the Company, its management, and related matters as the Purchaser deems to be necessary or advisable in connection with the purchase of the Securities, and is able to bear the economic and financial risk of purchasing the Securities (including the risk that the Purchaser could lose the entire value of the Securities); and
(iv) not been offered the Securities by any means of general solicitation or general advertising.
Access to and Evaluation of Information Concerning the Company; General Solicitation. Purchaser hereby represents and warrants to, and covenants with, the Company (which representations, warranties, and covenants shall survive the closing of the Offering), and acknowledges that the Company is relying thereon, that:
(i) Purchaser understands that the Offered Securities are being offered and sold in reliance on the safe harbor of Regulation S under the Securities Act and any applicable state securities laws, and that the Company is relying, in part, on the truth and accuracy of, and Subscriber’s compliance with, the representations, warranties, and covenants set forth herein to determine the availability of the safe harbor to the Company and the eligibility of Subscriber to acquire the Offered Securities;
(ii) Purchaser has sufficient knowledge, sophistication and experience in business and financial matters and similar investments so as to be capable of evaluating the merits and risks of purchasing the Purchased Securities, including the risk that the Purchaser could lose the entire value of the Purchased Securities, and has so evaluated the merits and risks of such purchase;
(iii) Purchaser is familiar with the business, financial condition and operations of the Company, has been given access to and an opportunity to examine such documents, materials and information concerning the Company as the Purchaser deems to be necessary or advisable in order to reach an informed decision as to an investment in the Company, to the extent that the Company possesses such information, has carefully reviewed and understands these materials and has had answered to the Purchaser’s full satisfaction any and all questions regarding such information;
(iv) Purchaser has made such independent investigation of the Company, its management, and related matters as the Purchaser deems to be necessary or advisable in connection with the purchase of the Purchased Securities, and is able to bear the economic and financial risk of purchasing the Purchased Securities (including the risk that the Purchaser could lose the entire value of the Purchased Securities); and
(v) not been offered the Purchased Securities by any means of general solicitation or general advertising.
