Accredited Investor Qualification. Subscriber represents that Subscriber qualifies as an “accredited investor” under Regulation D, promulgated under the Securities Act, in the following manner. (Please check or initial all that apply to verify that you qualify as an “accredited investor.”)
(a) Subscriber is a natural person whose net worth, or joint net worth with spouse, at the date of purchase exceeds $1,000,000 (not including the value of Subscriber’s principal residence and excluding mortgage debt secured by Subscriber’s principal residence up to the estimated fair market value of the home, except that any mortgage debt incurred by Subscriber within 60 days prior to the date of this Agreement shall not be excluded from the determination of Subscriber’s net worth unless such mortgage debt was incurred to acquire the residence).
(b) Subscriber is a natural person whose individual gross income (excluding that of spouse) exceeded $200,000 in each of the past two calendar years, and who reasonably expects individual gross income exceeding $200,000 in the current calendar year.
(c) Subscriber is a natural person whose joint gross income with spouse exceeded $300,000 in each of the past two calendar years, and who reasonably expects joint gross income with spouse exceeding $300,000 in the current calendar year. ☒(d) Subscriber is a tax-exempt organization described in Section 501(c) (3) of the Internal Revenue Code, or a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Shares, with total assets in excess of $5,000,000.
(e) Subscriber is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Shares, 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 Shares.
Accredited Investor Qualification. Purchaser represents that Purchaser qualifies as an “accredited investor” under Regulation D, promulgated under the Act, in the following manner. (Please check or initial all that apply to verify that you qualify as an “accredited investor.”)
(a) Purchaser is a natural person whose net worth, or joint net worth with spouse, at the date of purchase exceeds $1,000,000 (not including the value of Purchaser’s principal residence and excluding mortgage debt secured by Purchaser’s principal residence up to the estimated fair market value of the home, except that any mortgage debt incurred by you within 60 days prior to the date of this Agreement shall not be excluded from the determination of your net worth unless such mortgage debt was incurred to acquire the residence).
(b) Purchaser is a natural person whose individual gross income (excluding that of spouse) exceeded $200,000 in each of the past two calendar years, and who reasonably expects individual gross income exceeding $200,000 in the current calendar year.
Accredited Investor Qualification. 1. Each Stockholder is a resident of the State of Florida
2. Each of the Stockholders is sufficiently experienced in financial and business matters to be capable of utilizing the information furnished to evaluate the merits and risks of the sale of the Stockholder's shares of stock in First Security and the purchase by the Stockholder of the Series One Preferred Shares or the Common Shares in to which such shares are convertible of the Holding Company (the Holding Company shares are referred to collectively as the "Shares.") and the consideration to be received in the "Purchase" described in Section VI of the Agreement and to make an informed decision related thereto. Each of the Stockholder's personal financial condition is such that the Stockholder has adequate resources for the Stockholder's current needs and possible personal contingencies and has no need for liquidity with respect to the Series One Preferred Shares or the Common Shares into which they are convertible. Each Stockholder further acknowledges that the Shares are a speculative investment that involves a substantial degree of risk of loss by the Stockholder of its or his or her entire investment and the Stockholder understands and takes full cognizance of the risk factors related to the acquisition of the Shares. Each Stockholder represents it, he or she is financially able to bear the economic risk of an investment in the Shares, including a loss of the investment.
3. Each of the Stockholders understands:
a. That the Shares have not been registered under any applicable state or federal securities laws, including the Securities Act of 1933 and the Florida Securities and Investor Protection Act (collectively, the "Securities Laws") and that the Shares will be issued to the Stockholders in reliance on exemptions from registration contained in the Securities Laws, and in reliance, in part, on each Stockholder's representations, warranties, and agreements set forth in this Agreement.
b. That, unless registered under the applicable Securities Laws, the Shares can only be transferred under an exemption from registration under the Securities Laws.
c. That Holding Company has no obligation to register the Shares under the Securities Laws and that such registration is unlikely. Provided, however, if the Holding Company seeks to register any of its authorized but unissued Common Stock with the Securities & Exchange Commission for sale by a public offering, the Holding Company shall provide written no...
Accredited Investor Qualification c The Purchaser is natural person who had individual income of more than $200,000 in each of the most recent two years or joint income with his or her spouse in excess of $300,000 in each of the most recent two years and reasonably expects to reach that same income level for the current year (“income”, for purposes hereof, should be computed as follows: individual adjusted gross income, as reported (or to be reported) on a federal income tax return, increased by (1) any deduction of long-term capital gains under Section 1202 of the Internal Revenue Code of 1986 (the “Code”), (2) any deduction for depletion under Section 611 et seq. of the Code, (3) any exclusion for interest under Section 103 of the Code and (4) any losses of a partnership as reported on Schedule E of Form 1040). c The Purchaser is a natural person whose individual net worth (i.e., total assets in excess of total liabilities), or joint net worth with his or her spouse, will at the time of purchase of the Securities be in excess of $1,000,000. The fair market value of a primary residence and the mortgage debt secured by such residence (up to the fair market value) must be excluded from the determination of an individual’s net worth; however, the amount of mortgage debt secured by the residence in excess of the value thereof should be considered a liability and deducted from the investor’s net worth. c The Purchaser is a natural person who is a director or executive officer of the Company.
Accredited Investor Qualification. I hereby represent and warrant that each of the following statements is true and accurate as of the date hereof and will be true and shall be true and accurate as of the date of my payment of the full purchase price of the Shares and shall survive thereafter:
Accredited Investor Qualification. Purchaser qualifies as an “accredited investor” under Regulation D in the following manner. (Please check or initial all that apply to verify that you qualify as an “accredited investor.”)
(a) Purchaser is a natural person whose net worth, or joint net worth with spouse, at the date of purchase exceeds $1,000,000 (not including the value of your principal residence and excluding mortgage debt secured by your principal residence up to the estimated fair market value of the home, except that any mortgage debt incurred by you within 60 days prior to the date of this Questionnaire shall not be excluded from the determination of your net worth unless such mortgage debt was incurred to acquire the residence).
(b) Purchaser is a natural person whose individual gross income (excluding that of spouse) exceeded $200,000 in each of the past two calendar years, and who reasonably expects individual gross income exceeding $200,000 in the current calendar year.
(c) Purchaser is a natural person whose joint gross income with spouse exceeded $300,000 in each of the past two calendar years, and who reasonably expects joint gross income with spouse exceeding $300,000 in the current calendar year.
(d) Purchaser is a bank, savings and loan association, broker/dealer, insurance company, investment company, pension plan or other entity defined in Rule 501(a)(1) of Regulation D as promulgated under the Act by the Securities and Exchange Commission.
(e) Purchaser is a trust, and the trustee is a bank, savings and loan association, or other institutional investor as defined in Rule 501(a)(1) of Regulation D as promulgated under the Act by the Securities and Exchange Commission.
(f) Purchaser is a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.
(g) Purchaser is a trust, and the grantor (i) has the power to revoke the trust at any time and regain title to the trust assets; and (ii) meets the requirements of items (a) (b), or (c) above.
(h) Purchaser is a tax-exempt organization described in Section 501(c) (3) of the Internal Revenue Code, or a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Shares and Warrants with total assets in excess of $5,000,000.
(i) The Purchaser is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Shares and Warrants, whose purchase is directed by a person who has such knowledge...
Accredited Investor Qualification. Subscriber represents that Subscriber qualifies as an “accredited investor” under Regulation D, promulgated under the Securities Act, in the following manner. (Please check or initial all that apply to verify that you qualify as an “accredited investor.”) __________ (a) Subscriber is a natural person whose net worth, or joint net worth with spouse, at the date of purchase exceeds $1,000,000 (not including the value of Subscriber’s principal residence and excluding mortgage debt secured by Subscriber’s principal residence up to the estimated fair market value of the home, except that any mortgage debt incurred by Subscriber within 60 days prior to the date of this Agreement shall not be excluded from the determination of Subscriber’s net worth unless such mortgage debt was incurred to acquire the residence). __________ (b) Subscriber is a natural person whose individual gross income (excluding that of spouse) exceeded $200,000 in each of the past two calendar years, and who reasonably expects individual gross income exceeding $200,000 in the current calendar year. __________ (c) Subscriber is a natural person whose joint gross income with spouse exceeded $300,000 in each of the past two calendar years, and who reasonably expects joint gross income with spouse exceeding $300,000 in the current calendar year. _____X____ (d) Subscriber is a tax-exempt organization described in Section 501(c) (3) of the Internal Revenue Code, or a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Shares, with total assets in excess of $5,000,000. __________ (e) Subscriber is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Shares, 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 Shares.
Accredited Investor Qualification. In order to receive Groupon Shares in the Merger, you must qualify as an “accredited investor” within the meaning of Regulation D, Rule 501(a) promulgated under the Securities Act of 1933, as amended. If you do not qualify as an accredited investor, you will still receive the same aggregate value for your Ludic Shares in the Merger but all of such consideration will be paid to you in cash and you will not receive any Groupon Shares. You will be asked to separately complete a Stockholder Questionnaire that, amongst other things, sets forth the criteria for qualifying as an accredited investor and requesting that you certify to Groupon and Ludic whether you meet any of such criteria. If you are a natural person, you will qualify as an accredited investor if you satisfy one of the following criteria: · You have a net worth (either individually or jointly with your spouse) in excess of $1,000,000; or · You (i) either (A) had an individual annual income (exclusive of spousal income) in excess of $200,000 or (B) had a joint income with your spouse in excess of $300,000 in each of the two preceding tax years, and (ii) reasonably expect to have the same income level (individually or jointly, as applicable) in the current tax year.
Accredited Investor Qualification. Please check one or more of the appropriate entries below that accurately describes the Subscriber on whose behalf the Subscription Agreement is executed.
(a) The Subscriber is a bank as defined in Section 3(a)(2) of the U.S. Securities Act of 1933, as amended from time to time (the “Securities Act”), or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended from time to time; any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the U.S. Investment Company Act of 1940, as amended from time to time (the “Investment Company Act”), or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended from time to time; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.
(b) The Subscriber is a private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940, as amended from time to time (the “Advisers Act”).
