Accredited Investor Confirmation. The Purchaser represents and warrants to the Company that the Purchaser is an “Accredited Investor”, as that term is defined under Regulation D of the Securities Act of 1933 by reason of the qualifications described opposite the checked box:
Accredited Investor Confirmation. 1. You are (a) a “qualified institutional buyer” or an “accredited investor” as such terms are defined under the United States Securities Act of 1933, as amended, (b) an institutional account as defined in FINRA Rule 4512(c) and (c) a sophisticated institutional investor with sufficient knowledge and experience in investing in private equity transactions to properly evaluate the risks and merits of your participation in the Transaction. You have determined based on your own independent review and judgment and such professional advice as you deem appropriate that your purchase of the Securities and participation in the Transaction (i) are fully consistent with your financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to you, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under your charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which you are bound and (v) are a fit, proper and suitable investment for you, notwithstanding the substantial risks inherent in investing in or holding the Securities. You are able to bear the substantial risks associated with your purchase of the Securities, including but not limited to loss of your entire investment therein.
2. You have had the opportunity to ask questions of and receive answers from the Company directly and conducted and completed your own independent due diligence with respect to the Transaction. Based on such information as you have deemed appropriate and without reliance upon any statements, representations or warranties or other information made or provided by B. Xxxxx Securities, Inc. (“B. Xxxxx”), you have independently made your own analysis and decision to enter into the Transaction. Except for the representations, warranties and agreements of the Company expressly set forth in the Purchase Agreement, you are relying exclusively on your own sources of information, investment analysis and due diligence (including professional advice you deem appropriate) with respect to the Transaction, the Securities and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters.
3. You hereby acknowledge and agree that (a) ...
Accredited Investor Confirmation. Purchaser represents and warrants as indicated below by the undersigned’s initials (please initial the appropriate item(s)):
A. Individual investors: (Please initial one or more of the following, four statements)
1. I certify that I am an accredited investor because I have had individual income (exclusive of any income earned by my spouse) of more than $200,000 in each of the most recent two years and I reasonably expect to have an individual income in excess of $200,000 for the current year.
2. I certify that I am an accredited investor because I have had joint income with my spouse in excess of $300,000 in each of the most recent two years and reasonably expect to have joint income with my spouse in excess of $300,000 for the current year.
3. I certify that I am an accredited investor because I have an individual net worth, or my spouse and I have a joint net worth, in excess of $1,000,000.
4. I am a director or executive officer of National Datacomputer, Inc.
B. Partnerships, corporations, trusts or other entities: (Please initial one of the following seven statements). The undersigned hereby certifies that it is an accredited investor because it is:
1. an employee benefit plan whose total assets exceed $5,000,000;
2. an employee benefit plan whose investments decisions are made by a plan fiduciary which is either a bank, savings and loan association or an insurance company (as defined in Section 3(a) of the Securities Act) or an investment adviser registered as such under the Investment Advisers Act of 1940;
3. a self-directed employee benefit plan, including an Individual Retirement Account, with investment decisions made solely by persons that are accredited investors;
4. an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring the Units, with total assets in excess of $5,000,000;
5. a corporation, partnership, limited liability company, limited liability partnership, other entity or similar business trust, not formed for the specific purpose of acquiring the Units, with total assets excess of $5,000,000;
6. a trust, not formed for the specific purpose of acquiring the Units, with total assets exceed $5,000,000, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Units; or
7. an entity (including a revocable grantor trust but ot...
