Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares. ii. The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares. iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder 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, Wefunder 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. iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Shares. v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned. vi. 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 Subscription 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. vii. 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. viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 7 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Information Concerning the Company. i. (i) The undersigned Subscriber has reviewed a copy of received or had access to all current information about the Form C. With respect to information provided by Company including the Company's (A) Form 10-QSB/A for the quarter ended September 30, 2005, (B) Form 10-KSB for the undersigned has relied solely on period ending December 31, 2004 and any report filed pursuant to the information contained 1934 Act since that time, if any (C) The Company's Proxy Statement and (D) any other filings with the SEC that may be pertinent to the evaluation of this investment in the Form C to make the decision to purchase the SharesCommon Stock.
(ii. ) The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder 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, Wefunder 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.
iv. The undersigned Subscriber is familiar with the business and financial condition condition, properties, operations and operations prospects of the Company, all as generally described in and, at a reasonable time prior to the Form C. The undersigned execution of the Subscription Agreement, has had access been afforded the opportunity to such information ask questions of and received satisfactory answers from the Company's officers and directors, or other persons acting on the Company's behalf, concerning the business and financial condition, properties, operations and prospects of the Company and concerning the Shares terms and conditions of the offering of the Common Stock and has asked such questions as it deems necessary desires to enable it ask and all such questions have been answered to make an informed investment decision concerning the purchase full satisfaction of the SharesSubscriber.
v. (i) The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of all the undersigned's representations and warranties contained in this the Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber.
vi. (ii) The undersigned Subscriber understands that the purchase of the Common Stock involves various risks, including, but not limited to, those outlined in this Subscription Agreement and the Private Placement Memorandum.
(iii) The Subscriber acknowledges that no representations or warranties have been made to the Subscriber by the Company has the right in its sole and absolute discretion to abandon this offering at any time prior as to the completion tax consequences of the offering. This Subscription Agreement shall thereafter have no force this investment, or effect and the Company shall return any previously paid subscription price of the Sharesas to profits, without interest thereon, to the undersigned.
vii. The undersigned understands that no federal losses or state agency has passed upon the merits cash flow which may be received or risks of an investment in the Shares or made any finding or determination concerning the fairness or advisability sustained as a result of this investment.
viii. (iv) All documents, records and books pertaining to a proposed investment in the Common Stock which the Subscriber has requested have been made available to the Subscriber.
(v) The Undersigned Subscriber has up been provided access to 48 hours before all information requested in evaluating his/her purchase of the campaign end date to cancel the purchase and get a full refundCommon Stock.
Appears in 6 contracts
Samples: Subscription Agreement (Newave Inc), Subscription Agreement (Newave Inc), Subscription Agreement (Newave Inc)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Offering Documents. The undersigned has not been furnished any offering literature other than the Offering Documents and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Offering Documents and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 5 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Information Concerning the Company. i. (i) The undersigned has reviewed a copy of the Form C. With respect had access to information provided by the Company’s filings with the Securities Exchange Act of 1934, as amended (the “SEC Filings”). The undersigned acknowledges that the Company’s business is in transition and the SEC Filings do not reflect the Company’s proposed business operations. In purchasing the Units the undersigned has relied solely on the information contained is relying upon its assessment of management’s ability to develop and implement a new business plan. There can be no assurance that it will be successful in the Form C to make the decision to purchase the Sharesdoing so.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Units involves various risks, including the risks outlined in the Form C SEC Filings and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesUnits.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesUnits. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Units provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesUnits, and that neither the Company, Wefunder Company nor any of their respective its affiliates or advisors is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesUnits. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Units for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesUnits.
(iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. ) The undersigned has had access to such information concerning the Company and the Shares Units as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesUnits.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesUnits, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Units or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 3 contracts
Samples: Subscription Agreement (Cryomass Technologies, Inc.), Subscription Agreement (Andina Gold Corp.), Subscription Agreement (Andina Gold Corp.)
Information Concerning the Company. i. (a) The undersigned Purchaser has reviewed received a copy of the Form C. With respect to information provided by Due Diligence Information. The Purchaser has not been furnished any offering literature other than the CompanyDue Diligence Information, and the undersigned Purchaser has exclusively relied solely only on the information contained therein and in the Form C to make the decision to purchase the SharesSEC Reports.
ii. (b) The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder 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, Wefunder 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.
iv. The undersigned Purchaser is familiar with the business and financial condition condition, properties, operations, and operations prospects of the Company, all as generally described and that there are no guarantees of the success of the Company. The Purchaser has been given the opportunity to obtain any information necessary to verify the accuracy of the information set forth in the Form C. The undersigned Due Diligence Information and in the SEC Reports and has had access to been furnished all such information concerning the Company and the Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Sharesso requested.
v. (c) The undersigned Purchaser understands that, unless the undersigned it notifies the Company in writing to the contrary at or before the Closing, each all of the undersigned's representations and warranties contained in Section 8 of this Subscription Agreement will be deemed to have been reaffirmed true and confirmed correct as of the Closing, Closing by the Purchaser in all respect with the same effect as thought made on closing taking into account all information received by purchaser from the undersignedCompany.
vi. (d) The undersigned acknowledges Purchaser understands that the Company has the right in its sole and absolute discretion to abandon this offering at any time prior to the completion purchase of the offering. This Subscription Agreement shall thereafter have no force or effect and Purchased Shares involves various risks, including those outlined in the Company shall return any previously paid subscription price of the Shares, without interest thereon, to the undersignedSEC Reports.
vii. (e) The undersigned Purchaser understands that no federal or state agency has passed upon the merits or risks of an investment in the Purchased Shares or made any finding or determination concerning the fairness or advisability of this investment.
viii. (f) The Undersigned has up to 48 hours before Purchaser understands that estimates and projections like those contained in the campaign end date to cancel Due Diligence Information, by their nature, involve significant elements of subjective judgment and analysis that may or may not be correct; that there can be no assurance that such projections or goals will be attained; and, that the purchase projections and get estimates contained in the Due Diligence Information should not be relied upon as a full refundpromise or representation of the future performance of the Company.
Appears in 3 contracts
Samples: Subscription Agreement (Pure Bioscience, Inc.), Subscription Agreement (Pure Bioscience, Inc.), Subscription Agreement (Pure Bioscience, Inc.)
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned Subscriber has relied solely on the information contained in the Form C to make the decision to purchase the Sharesthis Subscription Agreement.
ii. The undersigned Subscriber understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Subscriber represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned Subscriber confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands that information and explanations related to It is understood the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall Company is not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder acting nor any of their respective affiliates is acting or has it acted as an advisor to the undersigned Subscriber in deciding to invest in the SharesSecurities. The undersigned Subscriber acknowledges that neither the Company, Wefunder nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's Subscriber’s authority or suitability to invest in the SharesSecurities.
iv. The undersigned Subscriber is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned Subscriber has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Subscriber’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber.
vi. The undersigned Subscriber acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedSubscriber.
vii. The undersigned Subscriber understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 3 contracts
Samples: Subscription Agreement (Elephant Oil Corp.), Subscription Agreement (Elephant Oil Corp.), Subscription Agreement (Elephant Oil Corp.)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Offering Documents. The undersigned has not been furnished any offering literature other than the Offering Documents and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Offering Documents and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective affiliatesits Affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective affiliates its Affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective affiliates its Affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective affiliates have its Affiliates has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 3 contracts
Samples: Subscription Agreement (IMH Financial Corp), Subscription Agreement (IMH Financial Corp), Subscription Agreement (IMH Financial Corp)
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.
ii. The undersigned (i) Such Investor understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Such Investor represents that it is able to bear any and all a complete loss associated with an of its investment in the SharesSecurities.
iii. The undersigned (ii) Such Investor confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned such Investor in deciding to invest in the SharesSecurities. The undersigned Such Investor acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's such Investor’s authority or suitability to invest in the SharesSecurities.
iv. The undersigned is familiar with (iii) Such Investor acknowledges that it has had the business opportunity to review this Agreement (including all exhibits and financial condition schedules hereto) and operations the Disclosure Package and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company, all as generally described Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Form C. The undersigned has had Securities; (B) access to such information concerning about the Company and the Shares as it deems necessary its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision concerning with respect to the purchase of the Sharesinvestment.
v. The undersigned (iv) Such Investor understands that, unless the undersigned such Investor notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's such Investor’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedsuch Investor.
vi. 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 Subscription 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.
vii. The undersigned (v) Such Investor understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before (vi) Such Investor is not purchasing the campaign end date to cancel Securities as a result of any advertisement, article, notice or other communication regarding the purchase and get a full refundSecurities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Marinus Pharmaceuticals Inc), Securities Purchase Agreement (Biolase, Inc), Securities Purchase Agreement (Biolase, Inc)
Information Concerning the Company. i. (i) The undersigned has reviewed a copy been given the opportunity to ask questions and receive answers concerning the terms and conditions of the Form C. With respect issuance of the Securities. The undersigned has been given the opportunity to obtain material and relevant information provided by from the Company, Company enabling it to make an informed investment decision. All data that the undersigned has relied solely on requested has been furnished to it. The undersigned is aware of and has access to the information contained in Company’s public filings with the Form C to make Securities and Exchange Commission (the decision to purchase the Shares“Public Filings”).
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription AgreementAgreement and the Public Filings. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. 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 Subscription 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.
vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 3 contracts
Samples: Unsecured Promissory Note (Vaccinogen Inc), Unsecured Promissory Note (Vaccinogen Inc), Promissory Note (Vaccinogen Inc)
Information Concerning the Company. i. The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
ii. The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderVicinity, LLC, or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Vicinity, LLC or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Vicinity, LLC nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Vicinity, LLC nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Information Concerning the Company. i. The undersigned (i) Purchaser has reviewed received a copy of the Form C. With respect to information provided by private placement memorandum (the Company, “Memorandum”). Purchaser has not been furnished any offering literature other than the undersigned Memorandum and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. The undersigned ) Purchaser understands and accepts that the purchase of the Shares Offered Securities involves various risks, including the risks outlined in the Form C Memorandum and in this Subscription Purchase Agreement. The undersigned Purchaser represents that it is able to bear any and all loss associated with an investment in the SharesOffered Securities.
(iii. The undersigned ) Purchaser confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesOffered Securities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Offered Securities provided in the Form C Memorandum or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesOffered Securities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned Purchaser in deciding to invest in the SharesOffered Securities. The undersigned Purchaser acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Offered Securities for purposes of determining the undersignedPurchaser's authority or suitability to invest in the SharesOffered Securities.
(iv. The undersigned ) Purchaser is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned Memorandum. Purchaser has had access to such information concerning the Company and the Shares Offered Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesOffered Securities.
v. The undersigned (v) Purchaser understands that, unless the undersigned Purchaser notifies the Company in writing to the contrary at or before the a Closing, each of the undersignedPurchaser's representations and warranties contained in this Subscription Purchase Agreement will be deemed to have been reaffirmed and confirmed as of the a Closing, taking into account all information received by the undersignedPurchaser.
(vi. The undersigned ) Purchaser acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringthis Offering. This Subscription Purchase Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price the Purchase Price of the SharesOffered Securities, without interest thereon, to the undersignedPurchaser.
(vii. The undersigned ) Purchaser understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Offered Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (AntriaBio, Inc.), Purchase Agreement (AntriaBio, Inc.)
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned Subscriber has relied solely on the information contained in this Subscription Agreement and in the Form C S-1/A to make the decision to purchase the SharesSecurities.
ii. The undersigned Subscriber understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Subscriber represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned Subscriber confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands that information and explanations related to It is understood the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall Company is not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder acting nor any of their respective affiliates is acting or has it acted as an advisor to the undersigned Subscriber in deciding to invest in the SharesSecurities. The undersigned Subscriber acknowledges that neither the Company, Wefunder nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's Subscriber’s authority or suitability to invest in the SharesSecurities.
iv. The undersigned Subscriber is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned Subscriber has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Subscriber’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber.
vi. The undersigned Subscriber acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedSubscriber.
vii. The undersigned Subscriber understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 2 contracts
Samples: Subscription Agreement (Trio Petroleum Corp.), Subscription Agreement (Trio Petroleum Corp.)
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.
ii. (i) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. (ii) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective affiliates, its affiliates as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
iv. (iii) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (iv) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (v) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. (vi) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 2 contracts
Samples: Subscription Agreement (NXChain Inc.), Subscription Agreement (NXChain Inc.)
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
ii. The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderRepublic, or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Republic or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Republic nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Republic nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. 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 Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Information Concerning the Company. i. (i) The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.
ii. The undersigned Investor understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Investor represents that it is able to bear any and all a complete loss associated with an of its investment in the SharesSecurities.
iii. (ii) The undersigned Investor confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned Investor in deciding to invest in the SharesSecurities. The undersigned Investor acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's Investor’s authority or suitability to invest in the SharesSecurities.
iv. (iii) The undersigned is familiar with Investor acknowledges that it has had the business opportunity to review this Agreement (including all exhibits and financial condition schedules hereto) and operations the Disclosure Package and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company, all as generally described Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Form C. The undersigned has had Securities; (B) access to such information concerning about the Company and the Shares as it deems necessary its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision concerning with respect to the purchase investment. The Investor acknowledges and agrees that neither the Placement Agent nor any affiliate of the SharesPlacement Agent has provided such Investor with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any affiliate of the Placement Agent has made or makes any representation as to the Company or the quality of the Securities, and the Placement Agent and any affiliate of the Placement Agent may have acquired non-public information with respect to the Company which such Investor agrees need not be provided to it. In connection with the issuance of the Securities to such Investor, neither the Placement Agent nor any of its affiliates has acted as a financial advisor or fiduciary to such Investor.
v. (iv) The undersigned Investor understands that, unless the undersigned Investor notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Investor’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedInvestor.
vi. (v) 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 Subscription 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.
vii. The undersigned Investor understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. (vi) The Undersigned has up to 48 hours before Investor is not purchasing the campaign end date to cancel Securities as a result of any advertisement, article, notice or other communication regarding the purchase and get a full refundSecurities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Feinberg Larry N), Securities Purchase Agreement (Biolase, Inc)
Information Concerning the Company. i. The undersigned Subscriber has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned Subscriber has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
ii. The undersigned Subscriber understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Subscriber represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned Subscriber confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderPicMii Crowdfunding, ("PicMii"), or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder PicMii or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder PicMii nor any of their respective affiliates is acting or has acted as an advisor to the undersigned Subscriber in deciding to invest in the SharesSecurities. The undersigned Subscriber acknowledges that neither the Company, Wefunder PicMii nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersignedSubscriber's authority or suitability to invest in the SharesSecurities.
iv. The undersigned Subscriber is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned Subscriber has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of the undersignedSubscriber's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber.
vi. The undersigned Subscriber 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 Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedSubscriber.
vii. The undersigned Subscriber understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned Subscriber acknowledges that it has up to 48 hours before the campaign end date any closing and issuance of Securities to cancel the purchase and get a full refund. Subscriber understands that Closings may occur on a “rolling” basis, and that after any such “rolling” Closing, information may become available that would affect Subscriber's investment decision, but that once a Closing occurs, no refund may occur.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Information Concerning the Company. i. (a) Purchaser has reviewed or has been given the opportunity to review the Company’s securities filings (the “Securities Filings”) which have been filed with the Securities and Exchange Commission (“SEC”) and are available at wxx.xxx.xxx. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned not been furnished any offering literature and has relied solely only on the information contained contained\ in the Form C to make the decision to purchase the SharesSecurities Filings.
ii. The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oralb) of the Company, Wefunder, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder 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, Wefunder 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.
iv. The undersigned Purchaser is familiar with the business and financial condition condition, properties, operations, and operations prospects of the Company, all as generally described and that there are no guarantees of the success of the Company. Purchaser has been given the opportunity to obtain any information necessary to verify the accuracy of the information set forth in the Form C. The undersigned Securities Filings, and has had access to such information concerning the Company and the Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Purchased Shares.
v. The undersigned (c) Purchaser understands that, unless the undersigned it notifies the Company in writing to the contrary at or before the Closing, each all of the undersigned's representations and warranties contained in Section 8 of this Subscription Agreement will be deemed to have been reaffirmed true and confirmed correct as of the Closing, Closing by Purchaser in all respect with the same effect as though made on closing taking into account all information received by Purchaser from the undersignedCompany.
vi(d) Purchaser understands that the purchase of the Purchased Shares involves various risks. The undersigned Purchaser represents that it is able to bear any loss associated with an investment in the Shares.
(e) Purchaser confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates, as investment advice or as a recommendation to purchase the Purchased Shares. It is understood that information and explanations related to the terms and conditions of the Purchased Shares provided by the Company or any of its affiliates shall not be considered investment advice or a recommendation to purchase the Purchased Shares, and that neither the Company nor any of its affiliates is acting or has acted as an advisor to Purchaser in deciding to invest in the Purchased Shares. Purchaser acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the Purchased Shares for purposes of determining Purchaser’s authority to invest in the Purchased Shares.
(f) Purchaser acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the Shares, without interest thereon, to the undersignedPurchaser.
vii. The undersigned (g) Purchaser understands that no federal or state agency has passed upon the merits or risks of an investment in the Purchased Shares or made any finding or determination concerning the fairness or advisability of this investment.
viii(h) The Shares offered hereby are highly speculative, involve a high degree of risk and immediate dilution, and should be purchased only by persons who can afford the loss of their entire investment. The Undersigned Prospective investors are urged to consult their own tax advisors with respect to the U.S. federal income and other tax consequences of purchasing, holding and disposing of the Shares.
(i) Purchaser confirms that the Company has up not (A) given any guarantee or representation as to 48 hours before the campaign end date potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Shares or (B) made any representation to cancel 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 advice or recommendations of the Company and get a full refundthe undersigned has made its own independent decision that the investment in the Shares is suitable and appropriate for the undersigned.
Appears in 2 contracts
Samples: Subscription Agreement (Bone Biologics Corp), Subscription Agreement (Bone Biologics Corp)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by Offering Materials. The undersigned has not been furnished any offering literature other than the CompanyOffering Materials, and the undersigned has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Units involves various risks, including the risks outlined in the Form C Offering Materials and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesUnits.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment or tax advice or as a recommendation to purchase the SharesUnits. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Units provided in the Form C Offering Materials or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment or tax advice or a recommendation to purchase the SharesUnits, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesUnits. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Units for purposes of determining the undersigned's authority or suitability to invest in the SharesUnits.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Materials. The undersigned has had access to such information concerning the Company and the Shares Units as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesUnits.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect effect, and the Company shall return any the previously paid subscription price of the SharesUnits, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Units or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Information Concerning the Company. i. (i) The undersigned Investor has reviewed not been furnished any offering literature.
(ii) The Investor confirms that is has been provided a copy of the Form C. With respect to information provided by form of the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the SharesExchange Agreement.
ii. (iii) The undersigned Investor understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Investor represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. (iv) The undersigned Investor confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned Investor in deciding to invest in the SharesSecurities. The undersigned Investor acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's Investor’s authority or suitability to invest in the SharesSecurities.
iv. (v) The undersigned Investor is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned Investor has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities, including the Company’s annual, quarterly and current reports, proxy statements and other information filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended.
v. (vi) The undersigned Investor understands that, unless the undersigned Investor notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Investor’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedInvestor.
vi. (vii) The undersigned Investor acknowledges that the Company has the right in its sole and absolute discretion right, subject to the terms of the Exchange Agreement, to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedInvestor.
vii. (viii) The undersigned Investor understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 2 contracts
Samples: Exchange Agreement (Northern Oil & Gas, Inc.), Subscription Agreement (TRT Holdings Inc)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Term Sheet. The undersigned has not been furnished any offering materials other than the Term Sheet and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands that no public market now exists for the Notes, and that the Company has made no assurances that a public market will ever exist for the Notes.
(iii) The undersigned understands and accepts that the purchase of the Shares Notes involves various risks, including the risks outlined in the Form Appendix C and in this Subscription Agreementattached hereto. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesNotes.
iii. (iv) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective affiliates, its affiliates as investment or tax advice or as a recommendation to purchase the SharesNotes. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Notes provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment or tax advice or a recommendation to purchase the SharesNotes, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesNotes. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Notes for purposes of determining the undersigned's authority or suitability to invest in the SharesNotes.
iv. (v) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Term Sheet. The undersigned has had access to such information concerning the Company and the Shares Notes as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Shares.Notes. FOR REFERENCE ONLY
v. (vi) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (vii) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesNotes, without interest thereon, to the undersigned.
vii. (viii) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Notes or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
ii. The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderStartEngine Crowdfunding, Inc. ("StartEngine"), or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder StartEngine or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder StartEngine nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder StartEngine nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. 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 Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned undersigned acknowledges that it has up to 48 hours before the campaign end date any closing and issuance of Securities to cancel the purchase and get a full refund. The undersigned understand that closings may occur on a "rolling" basis, and that after any such rolling closing, information may become available that would affect the undersigned's investment decision, but that once a closing occurs, no refund may occur.
Appears in 2 contracts
Samples: Subscription Agreement (6d Bytes Inc.), Subscription Agreement (6d Bytes Inc.)
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
ii. The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder Portal LLC ("Wefunder"), or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. 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 Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned undersigned acknowledges that it has up to 48 hours before the campaign end date any closing and issuance of Securities to cancel the purchase and get a full refund. The undersigned understand that closings may occur on a "rolling" basis, and that after any such rolling closing, information may become available that would affect the undersigned's investment decision, but that once a closing occurs, no refund may occur.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by Offering Documents. The undersigned has not been furnished any offering literature other than the CompanyOffering Documents, and the undersigned has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Offering Documents and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment or tax advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment or tax advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect effect, and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Offering Document. The undersigned has not been furnished any offering literature other than the Offering Document and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Document or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
iv. (iii) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Document. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (iv) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Purchase Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. 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 Subscription 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.
vii. (v) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. (vi) The Undersigned undersigned Investor represents and warrants that it has up not, as of the date of this Purchase Agreement and will not: (i) use any information contained in the Offering Document for any purpose other than an evaluation of potential investment in the Securities or (ii) disclose any such information publicly or to 48 hours before the campaign end date any third party (other than those persons, if any, retained to cancel the purchase and get a full refundadvise such Investor with respect to its potential investment).
Appears in 1 contract
Samples: Securities Purchase Agreement (Sequential Brands Group, Inc.)
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned Subscriber has relied solely on the information contained in this Subscription Agreement and in the Form C investor presentation provided to the investor by the Company to make the decision to purchase the SharesSecurities.
ii. The undersigned Subscriber understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Subscriber represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned Subscriber confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands that information and explanations related to It is understood the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall Company is not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder acting nor any of their respective affiliates is acting or has it acted as an advisor to the undersigned Subscriber in deciding to invest in the SharesSecurities. The undersigned Subscriber acknowledges that neither the Company, Wefunder nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's Subscriber’s authority or suitability to invest in the SharesSecurities.
iv. The undersigned Subscriber is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned Subscriber has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Subscriber’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber.
vi. The undersigned Subscriber acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedSubscriber.
vii. The undersigned Subscriber understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. (i) The undersigned has access to and carefully reviewed the Company’s SEC Reports and has had on opportunity for a copy reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Form C. With respect to information provided by Securities, the Company, and all other information to the undersigned has relied solely on extent the Company possesses such information contained in the Form C to make the decision to purchase the Sharesor can acquire it without unreasonable effort or expense.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C SEC Reports and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. SEC Reports. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned Subscriber has relied solely on the information contained in this Agreement and in the Form C investor deck provided to the investor by the Company to make the decision to purchase the SharesSecurities.
ii. The undersigned Subscriber understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Subscriber represents that it is able to bear any and all loss associated with an investment in the SharesSecurities. Specifically, the material risks described in Exhibit A apply to an investment in the Company, among others.
iii. The undersigned Subscriber confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands that information and explanations related to It is understood the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall Company is not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder acting nor any of their respective affiliates is acting or has it acted as an advisor to the undersigned Subscriber in deciding to invest in the SharesSecurities. The undersigned Subscriber acknowledges that neither the Company, Wefunder nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's Subscriber’s authority or suitability to invest in the SharesSecurities.
iv. The undersigned Subscriber is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned Subscriber has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Subscriber’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber.
vi. The undersigned Subscriber acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedSubscriber.
vii. The undersigned Subscriber understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. The undersigned has received and reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.Securities.
ii. The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.Securities.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderStartEngine, or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder StartEngine or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder StartEngine nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder StartEngine nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the Shares.Securities.
iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Shares.Securities.
v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned..
vi. 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 Subscription Agreement and the Investment Agreements shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned..
vii. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment..
viii. The Undersigned has up to 48 hours before the a campaign end date close to cancel the purchase and get a full refund..
Appears in 1 contract
Samples: Subscription Agreement (Digital Brands Group, Inc.)
Information Concerning the Company. i. (i) The undersigned has reviewed a copy Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Form C. With Company and materials relating to the offer and sale of the Shares that have been requested by the Purchaser. The Purchaser has had access to the Company’s reports and other filings with the U.S. Securities and Exchange Commission (the “Commission”) and has had the opportunity to review such filings. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Purchaser or its advisors, if any, or its representatives shall modify, amend or affect the Purchaser’s right to rely on the Company’s representations and warranties contained herein. The Purchaser understands that its investment in the Shares involves a high degree of risk and is able to afford a complete loss of such investment. The Purchaser has sought such accounting, legal and tax advice from persons other than the Company as it has considered necessary to make an informed investment decision with respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase its acquisition of the Shares.
(ii. ) The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. The undersigned Purchaser confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned Purchaser in deciding to invest in the Shares. The undersigned Purchaser acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares for purposes of determining the undersigned's Purchaser’s authority or suitability to invest in the Shares.
iv. (iii) The undersigned Purchaser is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned Purchaser has had access to such information concerning the Company and the Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Shares.
v. (iv) The undersigned Purchaser understands that, unless the undersigned Purchaser notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Purchaser’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedPurchaser.
vi. (v) The undersigned Purchaser acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the Shares, without interest thereon, to the undersignedPurchaser.
vii. (vi) The undersigned Purchaser 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.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (Harvest Natural Resources, Inc.)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the undersigned Offering Documents and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Offering Documents and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment or tax advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment or tax advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Offering Documents. The undersigned has not been furnished any offering materials other than the Offering Documents and has relied solely only on the information contained therein and in reports filed by the Form C to make Company with the decision to purchase U.S. Securities and Exchange Commission (the Shares"Commission").
(ii. ) The undersigned understands that no public market now exists for the Notes, and that the Company has made no assurances that a public market will ever exist for the Notes.
(iii) The undersigned understands and accepts that the purchase of the Shares Notes involves various risks, including the risks outlined in the Form C Offering Documents and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesNotes.
iii. (iv) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective affiliates, its affiliates as investment advice or as a recommendation to purchase the SharesNotes. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Notes provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesNotes, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesNotes. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Notes for purposes of determining the undersigned's authority or suitability to invest in the SharesNotes.
iv. (v) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents and the reports filed by the Company with the Commission. The undersigned has had access to such information concerning the Company and the Shares Notes as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesNotes.
v. (vi) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (vii) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesNotes, without interest thereon, to the undersigned.
vii. (viii) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Notes or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Prospectus. The undersigned has not been furnished any offering literature other than the Prospectus and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Prospectus and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Prospectus or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Prospectus. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) 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 Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. 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.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (Credex Corp)
Information Concerning the Company. i. The undersigned Subscriber has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned Subscriber has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
ii. The undersigned Subscriber understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Subscriber represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned Subscriber confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderPicMii Crowdfunding ("PicMii"), or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder PicMii or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder PicMii nor any of their respective affiliates is acting or has acted as an advisor to the undersigned Subscriber in deciding to invest in the SharesSecurities. The undersigned Subscriber acknowledges that neither the Company, Wefunder PicMii nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersignedSubscriber's authority or suitability to invest in the SharesSecurities.
iv. The undersigned Subscriber is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned Subscriber has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of the undersignedSubscriber's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber.
vi. The undersigned Subscriber 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 Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedSubscriber.
vii. The undersigned Subscriber understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned Subscriber acknowledges that it has up to 48 hours before the campaign end date any closing and issuance of Securities to cancel the purchase and get a full refund. Subscriber understands that Closings may occur on a "rolling" basis, and that after any such "rolling" Closing, information may become available that would affect Subscriber's investment decision, but that once a Closing occurs, no refund may occur.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. The undersigned (i) Such Investor confirms that is has reviewed been provided a copy of the Form C. With respect to information provided by form of the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the SharesExchange Agreement.
(ii. The undersigned ) Such Investor understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Such Investor represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. The undersigned ) Such Investor confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned such Investor in deciding to invest in the Shares. The undersigned acknowledges that neither the Company, Wefunder 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 SharesSecurities.
(iv. The undersigned ) Such Investor is familiar with the business and financial condition and operations of the Company. To such Investor’s knowledge, all as generally described in the Form C. The undersigned such Investor has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities, including the Company’s annual, quarterly and current reports, proxy statements and other information filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended.
v. The undersigned (v) Such Investor understands that, unless the undersigned such Investor notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's such Investor’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedsuch Investor.
(vi. The undersigned ) Such Investor acknowledges that the Company has the right in its sole and absolute discretion right, subject to the terms of the Exchange Agreement, to abandon this offering private placement at any time prior to the completion of the offeringClosing. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, if any, without interest thereon, to the undersignedsuch Investor.
(vii. The undersigned ) Such Investor understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. (i) The undersigned has access to and carefully reviewed the Company’s SEC Reports and has had on opportunity for a copy reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Form C. With respect to information provided by Securities, the Company, and all other information to the undersigned has relied solely on extent the Company possesses such information contained in the Form C to make the decision to purchase the Sharesor can acquire it without unreasonable effort or expense.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C SEC Reports and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. SEC Reports. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned Subscriber has relied solely on the information contained in the Form C this Subscription Agreement to make the decision to purchase the SharesSecurities.
ii. The undersigned Subscriber understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Subscriber represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned Subscriber confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands that information and explanations related to It is understood the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall Company is not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder acting nor any of their respective affiliates is acting or has it acted as an advisor to the undersigned Subscriber in deciding to invest in the SharesSecurities. The undersigned Subscriber acknowledges that neither the Company, Wefunder nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's Subscriber’s authority or suitability to invest in the SharesSecurities.
iv. The undersigned Subscriber is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned Subscriber has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Subscriber’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber.
vi. The undersigned Subscriber acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedSubscriber.
vii. The undersigned Subscriber understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Offering Documents. The undersigned has not been furnished any offering literature other than the Offering Documents and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Offering Documents and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
ii. The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderChainRaise, or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder ChainRaise or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder ChainRaise nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder ChainRaise nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. (i) The undersigned Purchaser has reviewed received a copy of the Form C. With respect to Transaction Documents, including the Private Placement Memorandum. The Purchaser acknowledges that it has read and understands the information provided by set forth in the Company, Private Placement Memorandum. The Purchaser has not been furnished any offering literature other than the undersigned Transaction Documents and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned Purchaser understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C Private Placement Memorandum and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
(iii. ) The undersigned Purchaser confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment or tax advice or as a recommendation to purchase the Shares. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares provided in the Form C Transaction Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment or tax advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the Shares. The undersigned Purchaser acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares for purposes of determining the undersigned's Purchaser’s authority or suitability to invest in the Shares.
(iv. ) The undersigned Purchaser is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Transaction Documents. The undersigned Purchaser has had access to such information concerning the Company and the Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Shares.
v. (v) The undersigned Purchaser understands that, unless the undersigned Purchaser notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Purchaser’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedPurchaser.
(vi. ) The undersigned Purchaser acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription purchase price of the Shares, without interest thereon, to the undersignedPurchaser.
vii. 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.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Taronis Fuels, Inc.)
Information Concerning the Company. i. (i) The undersigned has reviewed a copy not been furnished any offering literature and has relied only his own review of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares’s publicly available information.
(ii. ) The undersigned understands and accepts that the purchase of the Purchased Shares involves various risks, including the risks outlined in Company’s filings with the Form C Securities and Exchange Commission (“SEC”) and in this Subscription Agreement. The undersigned represents that it he is able to bear any and all loss associated with an investment in the Purchased Shares.
(iii. ) The undersigned confirms that it he is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the Purchased Shares. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Purchased Shares provided in the Form C this Subscription Agreement or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the Purchased Shares, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the Purchased Shares. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Purchased Shares for purposes of determining the undersigned's ’s authority or suitability to invest in the Purchased Shares.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Company’s SEC filings. The undersigned has had access to such information concerning the Company and the Purchased Shares as it he deems necessary to enable it him to make an informed investment decision concerning the purchase of the Purchased Shares.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. 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 Subscription 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.
vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Purchased Shares or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (Tempur Sealy International, Inc.)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Offering Documents. The undersigned has not been furnished any offering materials other than the Offering Documents and has relied solely only on the information contained therein and in reports filed by the Form C to make Company with the decision to purchase U.S. Securities and Exchange Commission (the Shares“Commission”).
(ii. ) The undersigned understands that no public market now exists for the Notes, and that the Company has made no assurances that a public market will ever exist for the Notes.
(iii) The undersigned understands and accepts that the purchase of the Shares Notes involves various risks, including the risks outlined in the Form C Offering Documents and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesNotes.
iii. (iv) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective affiliates, its affiliates as investment advice or as a recommendation to purchase the SharesNotes. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Notes provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesNotes, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesNotes. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Notes for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesNotes.
iv. (v) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents and the reports filed by the Company with the Commission. The undersigned has had access to such information concerning the Company and the Shares Notes as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesNotes.
v. (vi) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (vii) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesNotes, without interest thereon, to the undersigned.
vii. (viii) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Notes or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. The undersigned has reviewed a copy not been furnished any offering materials and has relied only his own review of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares’s publicly available information.
ii. The undersigned understands and accepts that the purchase of the Purchased Shares involves various risks, including the risks outlined in Company’s filings with the Form C Securities and Exchange Commission (“SEC”) and in this Subscription Agreement. The undersigned represents that it he is able to bear any and all loss associated with an investment in the Purchased Shares.
iii. The undersigned confirms that it he is not relying and will not rely on any communication (written or oral) of the Company, WefunderCompany or any of its affiliates, or any of their respective affiliatesrepresentatives, as investment advice or as a recommendation to purchase the Purchased Shares. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Purchased Shares provided in the Form C this Subscription Agreement or otherwise by the CompanyCompany or any of its affiliates, Wefunder or any of their respective affiliates representatives, shall not be considered investment advice or a recommendation to purchase the Purchased Shares, and that neither the CompanyCompany nor any of its affiliates, Wefunder nor any of their respective affiliates representatives, 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, Wefunder 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 Purchased Shares.
iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Company’s SEC filings. The undersigned has had access to such information concerning the Company and the Purchased Shares as it he deems necessary to enable it him to make an informed investment decision concerning the purchase of the Purchased Shares.
v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, that each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. 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 Subscription 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.
vii. The undersigned understands that no federal federal, state or state other governmental or regulatory body or agency has passed upon the merits or risks of an investment in the Purchased Shares or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Information Concerning the Company. i. (i) The undersigned has reviewed a copy Subscriber acknowledges receipt of the Form C. With respect to information provided by the CompanySummary, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.
ii. The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder 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, Wefunder 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.
iv. The undersigned is familiar with the business and financial condition condition, properties, operations, risks and operations prospects of the Company and, at a reasonable time prior to the execution of this Subscription Agreement, has been afforded the opportunity to ask questions of and received satisfactory answers from the Company's officers and directors, all as generally described in or other persons acting on the Form C. The undersigned has had access to such information Company's behalf, concerning the business and financial condition, properties, operations, risks and prospects of the Company and concerning the Shares terms and conditions of the offering of the Unit and has asked such questions as it deems necessary desired to enable it ask and all such questions have been answered to make an informed investment decision concerning the purchase full satisfaction of the SharesSubscriber. The Subscriber has received no other offering literature, information or advertisements relating to the Units other than the Summary.
v. (ii) The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of all the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the ClosingClosing Date, taking into account all information received by the undersignedSubscriber.
vi. (iii) The undersigned acknowledges Subscriber understands that the Company has purchase of the right Unit involves various risks, including, but not limited to, those outlined in its sole this Subscription Agreement and absolute discretion to abandon the Summary.
(iv) The Subscriber is relying solely on the information contained in the Summary and in this offering at any time prior Subscription Agreement and the answers to the completion of questions with respect thereto furnished to the offeringSubscriber by the Company. This Subscription Agreement shall thereafter No representations or warranties have no force or effect and been made to the Subscriber by the Company shall return any previously paid subscription price of the Shares, without interest thereon, other than as set forth in this Agreement or as to the undersignedtax consequences of this investment, or as to profits, losses, return on investment, or cash flow which may be received or sustained as a result of this investment, other than those contained herein.
vii. (v) All documents, records and books pertaining to a proposed investment in the Unit which the Subscriber has requested have been made available to the Subscriber.
(vi) The undersigned understands that Units have not been registered under the Securities Act of 1933, as amended, or the securities acts of any state and 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 as to the fairness of the Offering of the Units, or advisability any recommendation or endorsement of this investmentthe Offering or the Units.
viii. (vii) The Undersigned has up to 48 hours before forward looking statements and projections made by the campaign end date to cancel Company in the purchase Summary were intended for illustration purposes only and get a full refundno assurances were given that actual results will correspond with the results presented therein.
Appears in 1 contract
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderEquity St. Portal LLC (“Equity St.”), or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Equity St. or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Equity St. nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Equity St. nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. (i) The undersigned acknowledges that the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2014 and copies of the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2015 (“SEC Reports”) filed with the Securities and Exchange Commission (“Commission”) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) are available and may be viewed and downloaded by the undersigned from the Commission’s website xxxx://xxx.xxx.xxx. The undersigned has reviewed a copy of not been furnished any offering literature other than the Form C. With respect to information provided by the Company, the undersigned SEC Reports and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C SEC Reports and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C SEC Reports or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. SEC Reports. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (Medizone International Inc)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Offering Materials. The undersigned has not been furnished any offering information from the Company or any placement agent relating to the offering of the Securities other than the Offering Materials and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Materials or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
iv. (iii) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Materials. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (iv) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the ClosingClosing Date, each of the undersigned's ’s representations and warranties contained in this Subscription Purchase Agreement will be deemed to have been reaffirmed and confirmed as of the ClosingClosing Date, taking into account all information received by the undersigned.
vi. 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 Subscription 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.
vii. (v) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii(vi) The undersigned Investor represents and warrants that it has not, as of the date of this Purchase Agreement and will not (i) use any information contained in the Offering Materials or any purpose other than an evaluation of potential investment in the Securities or (ii) disclose any such information publicly or to any third party (other than those persons, if any, retained to advise such Investor with respect to its potential investment).
(vii) The undersigned Investor understands and acknowledges that (A) the Company previously filed a registration statement on Form S-1 with the SEC (File 333-188497) on May 9, 2013 (such registration statement, including the exhibits and any amendments thereto, the “Registration Statement”) and subsequently withdrew such Registration Statement pursuant to Rule 477 of the Securities Act, effective as of May 15, 2013, (B) no securities were sold under such Registration Statement, (C) the offer and sale of the Securities being sold hereunder will not be registered under the Securities Act, (D) the Securities being sold hereunder will be “restricted securities” as such term is defined under Rule 144(a)(3) under the Securities Act and may not be resold except in accordance with the legend affixed to the face of the certificates evidencing the Securities and the provisions of Section 8(e) hereof, and (E) such Investor does not have the protection of Section 11 of the Securities Act in connection with its purchase of the Securities hereunder. The Undersigned has up As of July 9, 2013, six months have elapsed since the closing date of the private placement transaction in connection with which the Registration Statement was filed. Each named selling stockholder included in the Registration Statement may, subject to 48 hours before the campaign end date to cancel limitations set forth in Rule 144 promulgated under the purchase Securities Act (“Rule 144”) and get a full refundthe individual determination of the status of each selling stockholder, avail themselves of the applicable provisions of Rule 144 for sales of the Company’s common stock.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sequential Brands Group, Inc.)
Information Concerning the Company. i. The undersigned Subscriber has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned Subscriber has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
ii. The undersigned Subscriber understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Subscriber represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned Subscriber confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderDealmaker Securities LLC ("DealMaker"), or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder DealMaker or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder DealMaker nor any of their respective affiliates is acting or has acted as an advisor to the undersigned Subscriber in deciding to invest in the SharesSecurities. The undersigned Subscriber acknowledges that neither the Company, Wefunder DealMaker nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersignedSubscriber's authority or suitability to invest in the SharesSecurities.
iv. The undersigned Subscriber is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned Subscriber has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of the undersignedSubscriber's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber.
vi. The undersigned Subscriber 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 Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedSubscriber.
vii. The undersigned Subscriber understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned Subscriber acknowledges that it has up to 48 hours before the campaign end date any closing and issuance of Securities to cancel the purchase and get a full refund. Subscriber understand that Closings may occur on a “rolling” basis, and that after any such “rolling” Closing, information may become available that would affect Subscriber's investment decision, but that once a Closing occurs, no refund may occur.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. (i) The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.
ii. The undersigned Investor understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Investor represents that it is able to bear any and all a complete loss associated with an of its investment in the SharesSecurities.
iii. (ii) The undersigned Investor confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned Investor in deciding to invest in the SharesSecurities. The undersigned Investor acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's Investor’s authority or suitability to invest in the Shares.Securities. 6
iv. (iii) The undersigned is familiar with Investor acknowledges that it has had the business opportunity to review this Agreement (including all exhibits and financial condition schedules hereto) and operations the Disclosure Package and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company, all as generally described Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Form C. The undersigned has had Securities; (B) access to such information concerning about the Company and the Shares as it deems necessary its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision concerning with respect to the purchase of the Sharesinvestment.
v. (iv) The undersigned Investor understands that, unless the undersigned Investor notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Investor’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedInvestor.
vi. (v) 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 Subscription 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.
vii. The undersigned Investor understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. (vi) The Undersigned has up to 48 hours before Investor is not purchasing the campaign end date to cancel Securities as a result of any advertisement, article, notice or other communication regarding the purchase and get a full refundSecurities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
Appears in 1 contract
Information Concerning the Company. i. (i) The undersigned has reviewed a copy Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Form C. With Company and materials relating to the offer and sale of the Shares that have been requested by the Purchaser. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Purchaser or its advisors, if any, or its representatives shall modify, amend or affect the Purchaser’s right to rely on the Company’s representations and warranties contained herein. The Purchaser understands that its investment in the Shares involves a high degree of risk and is able to afford a complete loss of such investment. The Purchaser has sought such accounting, legal and tax advice from persons other than the Company as it has considered necessary to make an informed investment decision with respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase its acquisition of the Shares.
(ii. ) The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. The undersigned Purchaser confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned Purchaser in deciding to invest in the Shares. The undersigned Purchaser acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares for purposes of determining the undersigned's Purchaser’s authority or suitability to invest in the Shares.
iv. (iii) The undersigned Purchaser is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Shares.
v. (iv) The undersigned Purchaser understands that, unless the undersigned Purchaser notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Purchaser’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedPurchaser.
vi. (v) The undersigned Purchaser acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the Shares, without interest thereon, to the undersignedPurchaser.
vii. (vi) The undersigned Purchaser 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.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (Harvest Natural Resources, Inc.)
Information Concerning the Company. i. (i) The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.
ii. The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder 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, Wefunder 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.
iv. The undersigned Subscriber is familiar with the business and financial condition condition, properties, operations and operations prospects of the Company, all as generally described in and, at a reasonable time prior to the Form C. The undersigned execution of this Subscription Agreement, has had access been afforded the opportunity to such information concerning ask questions of and receive satisfactory answers from the Company and the Shares Company's officers and directors, or other persons acting on the Company's behalf, concerning the business and financial condition, properties, operations and prospects of the Company and concerning the terms and conditions of the offer of the Units and has asked such questions as it deems necessary desires to enable it ask and all such questions have been answered to make an informed investment decision concerning the purchase full satisfaction of the SharesSubscriber.
v. (ii) The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of all the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber and will survive the Closing.
vi(iii) No representations or warranties have been made to the Subscriber by the Company as to the tax consequences of this investment, or as to profits, losses or cash flow which may be received or sustained as a result of this investment.
(iv) All documents, records and books pertaining to a proposed investment in the Units which the Subscriber has requested have been made available to Subscriber.
(v) The Subscriber has reviewed with its own tax advisors the Federal, State, local and foreign tax consequences of its investment in the Units and the transactions contemplated by this Agreement. The undersigned Subscriber is relying solely on such advisors in making its investment and not on any statements or representations of the Company, or any of its agents. The Subscriber has made independent determination that this investment is in compliance with applicable laws.
(vi) The Subscriber is not purchasing the Units based on any representation, oral or written, by the Company or any person with respect to the future value of, or income from, the Units or the Shares, but rather upon an independent examination and judgment as to the prospects of the Company.
(vii) The Subscriber understands and acknowledges that the Company has the right in its sole significant outstanding indebtedness and absolute discretion a significant amount of Preferred Stock issued to abandon this offering at any time prior investors which such Preferred Stock has rights and preferences superior to the completion that of the offering. This Subscription 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 undersignedCommon Stock.
vii. 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.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (Sa Telecommunications Inc /De/)
Information Concerning the Company. i. 6.2.1. The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Offering Documents. The undersigned has not been furnished any offering literature other than the Offering Documents and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
ii6.2.2. The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Offering Documents and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities, including a loss of the undersigned’s entire investment.
iii6.2.3. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
iv6.2.4. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. 6.2.5. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi6.2.6. The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii6.2.7. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. (i) The undersigned has received and reviewed a copy of the Offering Documents and understands the terms and conditions thereof. The undersigned is familiar with and has reviewed the Company’s annual, quarterly, and current reports and other filings with the United States Securities and Exchange Commission (“SEC”), including, but not limited to, the Company’s Annual Report on Form C. With respect to information provided 10-K for the fiscal year ended December 31, 2015, the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2016, and June 30, 2016, and all Current Reports on Form 8-K filed by the CompanyCompany in 2016 (collectively, the “SEC Filings”). The undersigned has not been furnished any offering materials other than the Offering Documents and has relied solely only on the information contained therein and in the Form C to make the decision to purchase the SharesSEC Filings.
(ii) The undersigned understands that no public market now exists for the Note, and that the Company has made no assurances that a public market will ever exist for the Note. The undersigned has no contract, undertaking, agreement, or arrangement to sell or otherwise transfer or dispose of the Note or any portion thereof or interest therein.
(iii) The undersigned understands and accepts that the purchase of the Shares Note involves various risks, including including, but not limited to, the risks outlined in the Form C Offering Documents and in this Subscription AgreementAgreement and the Company’s “Risk Factors” outlined in its SEC Filings. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesNote.
iii. (iv) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective affiliatesits officers, directors, shareholders, or affiliates as investment or tax advice or as a recommendation to purchase the SharesNote. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Note provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its officers, directors, shareholders, or affiliates shall not be considered investment or tax advice or a recommendation to purchase the SharesNote, and that neither the Company, Wefunder Company nor any of their respective its officers, directors, shareholders, or affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesNote. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its officers, directors, shareholders, or affiliates have has made any representation regarding the proper characterization of the Shares Note for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesNote.
iv. (v) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents and SEC Filings. The undersigned has had access to such information concerning the Company and (including, but not limited to, the Shares SEC Filings) as it the undersigned deems necessary to enable it the undersigned to make an informed investment decision concerning the purchase of the SharesNote.
v. (vi) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (vii) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of Subscription Amount for the SharesNote, without interest thereon, to the undersigned.
vii. (viii) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Note or made any finding or determination concerning the fairness or advisability of this investmentan investment in the Note.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (Drone Aviation Holding Corp.)
Information Concerning the Company. i. The undersigned has received and reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
ii. The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderRialto Markets, or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Rialto Markets or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Rialto Markets nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Rialto Markets nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. 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 Subscription Agreement and the Investment Agreements shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
investment viii. The Undersigned has up to 48 hours before the a campaign end date close to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained (i) An investment in the Form C to make the decision to purchase the Shares.
ii. The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. (ii) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
iv. (iii) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned has had access to such information concerning the Company and the Shares Securities as it the undersigned deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (iv) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of each of the ClosingClosings, taking into account all information received by the undersigned.
vi. 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 Subscription 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.
vii. (v) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (CurAegis Technologies, Inc.)
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. C/A. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C C/A to make the decision to purchase the SharesSecurities.
ii. The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C C/A and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderRepublic, or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C C/A or otherwise by the Company, Wefunder Republic or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Republic nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Republic nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. C/A. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. 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 Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Term Sheet. The undersigned has not been furnished any offering materials other than the Term Sheet and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands that no public market now exists for the Notes, and that the Company has made no assurances that a public market will ever exist for the Notes.
(iii) The undersigned understands and accepts that the purchase of the Shares Notes involves various risks, including the risks outlined in the Form C and in this Subscription AgreementAppendix # attached hereto. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesNotes.
iii. (iv) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective affiliates, its affiliates as investment or tax advice or as a recommendation to purchase the SharesNotes. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Notes provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment or tax advice or a recommendation to purchase the SharesNotes, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesNotes. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Notes for purposes of determining the undersigned's authority or suitability to invest in the SharesNotes.
iv. (v) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Term Sheet. The undersigned has had access to such information concerning the Company and the Shares Notes as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Shares.Notes. For Reference Only
v. (vi) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (vii) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesNotes, without interest thereon, to the undersigned.
vii. (viii) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Notes or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.
ii. (i) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. (ii) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment or tax advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares provided in the Form C Securities or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment or tax advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
iv. (iii) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (iv) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (v) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect effect, and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. (vi) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (Chromocell Therapeutics Corp)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by Offering Documents. The undersigned has not been furnished any offering literature other than the CompanyOffering Documents, and the undersigned has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. The undersigned understands and accepts that the purchase of the Shares involves various risks) THE UNDERSIGNED UNDERSTANDS AND ACCEPTS THAT THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK, including the risks outlined in the Form C and in this Subscription AgreementINCLUDING THE RISKS OUTLINED IN THE OFFERING DOCUMENTS AND IN THIS SUBSCRIPTION AGREEMENT. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment or tax advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment or tax advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the each Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect effect, and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
(viii. ) The Undersigned has up to 48 hours before undersigned acknowledges that the campaign end date to cancel shares of Preferred Stock being sold hereunder have no voting rights, except as required by law or provided in the purchase and get a full refundCompany’s Certificate of Formation, as amended.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. The undersigned Purchaser has reviewed received a copy of the Form C. With respect to information provided by the Company, the undersigned Purchaser has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
ii. The undersigned Purchaser understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Purchaser represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned Purchaser confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderPicMii Crowdfunding LLC (the “Intermediary”), or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder the Intermediary or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder the Intermediary nor any of their respective affiliates is acting or has acted as an advisor to the undersigned Purchaser in deciding to invest in the SharesSecurities. The undersigned Purchaser acknowledges that neither the Company, Wefunder the Intermediary nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's Purchaser’s authority or suitability to invest in the SharesSecurities.
iv. The undersigned Purchaser is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned Purchaser has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned Purchaser understands that, unless the undersigned Purchaser notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Purchaser’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedPurchaser.
vi. The undersigned Purchaser acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedPurchaser.
vii. The undersigned Purchaser understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. (i) The undersigned Investor has reviewed received a copy of the Company’s Annual Report on Form C. With respect to information provided 10-K for the fiscal year ended December 31, 2013 and all documents filed by the CompanyCompany with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Sections 13(a), 13(c), 14 or 15(d) of the undersigned has relied solely on Exchange Act (the information contained in the Form C to make the decision to purchase the Shares“Commission Filings”).
(ii. ) The undersigned Investor understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined under the caption “Risk Factors” in the Form C and in this Subscription AgreementCommission Filings. The undersigned Investor represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned Investor confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of its affiliates or any of their respective affiliatesofficers, directors, employees, stockholders or agents as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C this Agreement or otherwise by the Company, Wefunder Company or any of its affiliates or any of their respective affiliates officers, directors, employees, stockholders or agents shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither none of the Company, Wefunder nor Company or any of its affiliates or any of their respective affiliates officers, directors, employees, stockholders or agents is acting or has acted as an advisor to the undersigned Investor in deciding to invest in the SharesSecurities. The undersigned Investor acknowledges that neither none of the Company, Wefunder nor Company or any of its affiliates or any of their respective affiliates have officers, directors, employees, stockholders or agents has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's Investor’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned Investor is an [executive officer/director] of the Company is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Commission Filings. The undersigned Investor has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. 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 Subscription 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.
vii. The undersigned Investor understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. (vi) The Undersigned has up Investor acknowledges that neither the Company nor any other person offered to 48 hours before sell the campaign end date Securities to cancel the purchase and get a full refundit by means of any form of general solicitation or advertising, including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.
Appears in 1 contract
Samples: Subscription and Lock Up Agreement (Par Petroleum Corp/Co)
Information Concerning the Company. i. The undersigned Subscriber has carefully reviewed a copy of the Form C. risk factor disclosure set forth in the Memorandum. With respect to information provided by the Company, the undersigned Subscriber has relied solely on the information contained in this Agreement and the Form C Memorandum to make the decision to purchase the SharesSecurities.
ii. The undersigned Subscriber understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Memorandum and in this Subscription Agreement. The undersigned Subscriber represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned Subscriber confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands that information and explanations related to It is understood the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall Company is not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder acting nor any of their respective affiliates is acting or has it acted as an advisor to the undersigned Subscriber in deciding to invest in the SharesSecurities. The undersigned Subscriber acknowledges that neither the Company, Wefunder nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's Subscriber’s authority or suitability to invest in the SharesSecurities.
iv. The undersigned Subscriber is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned Subscriber has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Subscriber’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber.
vi. The undersigned Subscriber acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedSubscriber.
vii. The undersigned Subscriber understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.
ii. (i) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C periodic and other reports filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended (collectively, the “1934 Act Reports”) and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities, including a loss of the undersigned’s entire investment in the Securities.
iii. (ii) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
iv. (iii) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Company’s 1934 Act Reports. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. 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 Subscription 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.
vii. (iv) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. The undersigned has received and reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
ii. The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderStartEngine, or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder StartEngine or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder StartEngine nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder StartEngine nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. 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 Subscription Agreement and the Investment Agreements shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the a campaign end date close to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (Digital Brands Group, Inc.)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by Offering Document and the Company, the Transaction Documents. The undersigned has not been furnished any offering literature other than the Offering Document and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Offering Document and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Document or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Document. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the SharesSecurities.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, WefunderFundivations, Inc., d/b/a Title3Funds (“Title3Funds”), or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Title3Funds or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Title3Funds nor any of their respective affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Title3Funds nor any of their respective affiliates have made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. (i) The undersigned has access to and carefully reviewed the Company’s SEC Reports and has had an opportunity for a copy reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Form C. With respect to information provided by Securities, the Company, and all other information to the undersigned has relied solely on extent the Company possesses such information contained in the Form C to make the decision to purchase the Sharesor can acquire it without unreasonable effort or expense.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C SEC Reports and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. SEC Reports. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. (i) The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.
ii. The undersigned Investor understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Investor represents that it is able to bear any and all a complete loss associated with an of its investment in the Shares.
iii. (ii) The undersigned Investor confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned Investor in deciding to invest in the Shares. The undersigned Investor acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares for purposes of determining the undersigned's Investor’s authority or suitability to invest in the Shares.
iv. (iii) The undersigned is familiar with Investor acknowledges that it has had the business opportunity to review this Agreement (including all exhibits and financial condition schedules hereto) and operations the Disclosure Package and has been afforded (A) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company, all as generally described Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Form C. The undersigned has had Shares; (B) access to such information concerning about the Company and the Shares as it deems necessary its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (C) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision concerning with respect to the purchase of the Sharesinvestment.
v. (iv) The undersigned Investor understands that, unless the undersigned Investor notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Investor’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedInvestor.
vi. (v) 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 Subscription 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.
vii. The undersigned Investor 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.
viii. (vi) The Undersigned has up to 48 hours before Investor is not purchasing the campaign end date to cancel Shares as a result of any advertisement, article, notice or other communication regarding the purchase and get a full refundShares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Yield10 Bioscience, Inc.)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect LOI and each of the Exhibits thereto and referred to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Sharesherein.
(ii. ) The undersigned understands and accepts is aware that the purchase of the Shares involves various risks, including the risks outlined in the Form C Company is a start-up venture with no operating history and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder 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, Wefunder 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.
iv. The undersigned is familiar with the business and financial condition condition, properties, operations and operations prospects of the Company, all as generally described in materials provided to the Form C. undersigned. The undersigned has had access been given the opportunity to obtain any information necessary to verify the accuracy of the information set forth in the LOI, as well as the Company’s books and records, and has been furnished all such information concerning the Company and the Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Sharesso requested.
v. (iii) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of all the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (iv) The undersigned acknowledges understands that the Company has the right in its sole and absolute discretion to abandon this offering at any time prior to the completion purchase of the offering. This Subscription Shares involves various risks outlined in 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 undersignedattachments hereto (see “Risk Factors” attached hereto as Exhibit “B”).
vii. (v) 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.
viii. (vi) The Undersigned has up undersigned understands that any estimates and/or projections provided to 48 hours before the campaign end date to cancel undersigned by the purchase Company in connection with its contemplated business activities contain “forward looking statements” as defined therein, and, by their very nature, involve significant elements of subjective judgment and get analysis that may or may not be correct; that there can be no assurance that such projections or goals will be attained; and that the projections and estimates should not be relied upon as a full refundpromise or representation of the future performance of the Company.
(vii) The undersigned owns the Transferred Assets free and clear of all liens, loans and encumbrances, except such encumbrances and liens which (A) have been disclosed and assumed by the Company and (B) which arise in the ordinary course of business and do not materially impair the Company’s ownership or use of the Transferred Assets.
Appears in 1 contract
Samples: Subscription Agreement (Digital Development Group Corp)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Offering Documents. The undersigned has not been furnished any offering literature other than the Offering Documents and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Offering Documents and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price Total Purchase Price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect Private Placement Documents. The undersigned has not been furnished any offering literature other than the Private Placement Documents. The undersigned acknowledges that no person has been authorized to give any information provided or to make any representation concerning the Company or the Securities or the shares of Common Stock issuable upon conversion of the Securities, if any, other than as contained in the Private Placement Documents and information given by the Company’s duly authorized officers and employees in connection with the undersigned’s examination of the Company and the terms of the private exchange placement and the Securities, and the undersigned has relied solely on Company does not, and the Placement Agent, does not, take any responsibility for, and neither the Company nor the Placement Agent can provide any assurance as to the reliability of, any other information contained in that others may provide to the Form C to make the decision to purchase the Sharesundersigned.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Private Placement Documents and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, the Placement Agent or any of their respective affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Private Placement Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Private Placement Documents, and has conducted its own investigation of the Company and the terms of the Securities. The undersigned has had access to the Securities and Exchange Commission filings of the Company and such other information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesOld Notes for the Securities.
v. (v) The undersigned has been offered the opportunity to ask questions of the Company and received answers thereto, as it deems necessary to enable it to make an informed investment decision concerning the exchange of the Old Notes for the Securities.
(vi) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (vii) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offeringprivate exchange placement. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. (viii) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned Subscriber has relied solely on the information contained in the Form C this Agreement to make the decision to purchase the Purchased Shares.
ii. The undersigned Subscriber understands and accepts that the purchase of the Purchased Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned Subscriber represents that it is able to bear any and all loss associated with an investment in the Purchased Shares.
iii. The undersigned Subscriber confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the Purchased Shares. The undersigned understands that information and explanations related to It is understood the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall Company is not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder acting nor any of their respective affiliates is acting or has it acted as an advisor to the undersigned Subscriber in deciding to invest in the Purchased Shares. The undersigned Subscriber acknowledges that neither the Company, Wefunder nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Purchased Shares for purposes of determining the undersigned's Subscriber’s authority or suitability to invest in the Purchased Shares.
iv. The undersigned Subscriber is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned Subscriber has had access to such information concerning the Company and the Purchased Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Purchased Shares.
v. The undersigned Subscriber understands that, unless the undersigned Subscriber notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's Subscriber’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersignedSubscriber.
vi. The undersigned Subscriber acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringOffering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of the SharesSecurities, without interest thereon, to the undersignedSubscriber.
vii. The undersigned Subscriber understands that no federal or state agency has passed upon the merits or risks of an investment in the Purchased Shares or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (Impossible Kicks Holding Company, Inc.)
Information Concerning the Company. i. (i) The undersigned acknowledges and verifies that it has reviewed a copy of received an Offering Memorandum in connection with these securities and that it understands the Form C. With respect disclosures contained therein, that it has had full opportunity to request any additional information provided by regarding the Company, its business, and its projected plans that it so reasonably requests, that the undersigned is familiar with the principals of the issuer, and acknowledges that it has relied solely on consulted with his or her own advisors and consultants prior to entering into this Subscription Agreement. The Offering Memorandum, together with this Agreement, constitute the information contained in the Form C to make the decision to purchase the Shares“Offering Documents”. THE UNDERSIGNED REPRESENTS THAT IT HAS SOUGHT THE ADVICE OF ITS OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT AND THE SECURITIES HEREUNDER.
(ii. ) The undersigned understands that the Company is not currently required to register and will not register as an Investment Company under the Investment Company Act of 1940 by way of exemption from definition provided under Section 3(c)1 and/or 3(c)5 of the Investment Company Act.
(iii) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in that there may be no open market for the Form C and in this Subscription AgreementSecurities, or that Subscribers entire investment may be lost. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. (iv) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities. The undersigned is entering into this Agreement of its own volition, and after its own proper due diligence.
iv. (v) The undersigned is familiar with the business and financial condition conditions, projections, and operations of the Company, all as generally described in the Form C. . The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (vi) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (vii) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this private placement or to alter the terms of offering at any time prior to the completion of the offering. This If the Company should abandon this private placement, this Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. (viii) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement
Information Concerning the Company. i. (a) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Offering Documents. The undersigned has not received any other offering literature and has relied solely on only upon the information contained within such documents in the Form C deciding whether to make the decision to purchase subscribe for the Shares.
ii. (b) The undersigned understands and accepts is aware that the purchase of the Shares involves various risks, including the risks outlined in the Form C Company has a limited operating history and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder 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, Wefunder 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.
iv. The undersigned is familiar with the business and financial condition condition, properties, operations and operations prospects of the Company, all as generally described in the Form C. Offering Documents. The undersigned has had access been given the opportunity to obtain any information necessary to verify the accuracy of the information set forth in the Offering Documents and has been furnished all such information concerning the Company and the Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Sharesso requested.
v. (c) The undersigned understands that, unless the undersigned he notifies the Company in writing to the contrary at or before the Closing, each of all the undersigned's representations ’s representations, warranties and warranties acknowledgements contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (d) The undersigned acknowledges understands that the Company has the right investment in its sole and absolute discretion to abandon this offering at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of through the Shares, without interest thereon, to Shares involves various risks as outlined in the undersignedOffering Documents.
vii. (e) 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.
viii(f) The undersigned acknowledges that neither the Company nor any other person offered to sell the Shares to it by means of any form of general advertising, such as media advertising or seminars.
(g) 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 Closing and to return the previously paid subscription amount as set forth on the Signature Page hereto without interest or penalty thereon, to the undersigned.
(h) The undersigned has not used any person as a “Purchaser Representative” with the meaning of Regulation D of the Securities Act to represent it in determining whether it should purchase the Shares.
(i) The undersigned has sufficient knowledge and experience in financial, business and commercial matters to be capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto. In this regard, the undersigned is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares but rather upon the undersigned's examination and judgment as to the prospects of the Company.
(j) The undersigned has consulted with the undersigned’s attorney, financial advisors and others regarding all financial, securities and tax aspects of the proposed investment, and that said advisors have reviewed all Offering Documents on the undersigned’s behalf.
(k) Disclosure; Access to Information. The Undersigned Investor has up received all documents, records, books and other publicly available information pertaining to 48 hours before the campaign end date Investor’s investment in the Company as the Investor has requested. The Company has attached as Appendix A its Form 10-K filed with the SEC on October 12, 2011, its Form 10-Q filed with the SEC on February 14, 2012, and Form 10-Q filed with the SEC on November 17, 2011, and various Form 8-K’s. The Company has attached as Appendix B a Risk Disclosure Statement dated April 19, 2012. The Investor acknowledges that the Company is subject to cancel the purchase periodic reporting requirements of the Exchange Act, and get the Investor has been afforded the opportunity to review copies of all SEC Documents deemed relevant by the Investor and the investor acknowledges that such information can be accessed through the SEC website at xxx.xxx.xxx.
(l) The undersigned acknowledges the conflicts of interest disclosed in the Term Sheet. As a full refundresult there may be a conflict of interest between the undersigned and the Placement Agent and the undersigned hereby waives any claim for conflict of interest against the Placement Agent.
Appears in 1 contract
Information Concerning the Company. i. (i) The undersigned Investor has reviewed a copy of been given the Form C. With respect opportunity to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.
ii. The undersigned understands ask questions and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder 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, Wefunder 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.
iv. The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned has had access to such information concerning the Company and the Shares OP Units as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesOP Units. The Investor understands and accepts that the purchase of the OP Units involves various risks, including the risks outlined in this Certificate.
v. (ii) The undersigned Investor confirms that it is not relying on any communication (written or oral) of the Company or any of its affiliates, partners, managers, officers or advisors (the “Representatives”), as investment advice or as a recommendation to purchase the OP Units. It is understood that information and explanations related to the terms and conditions of the OP Units provided by the Company or any of its Representatives shall not be considered investment advice or a recommendation to purchase the OP Units, and that neither the Company nor any of its Representatives is acting or has acted as an advisor to the Investor in deciding to purchase the OP Units. The Investor acknowledges that neither the Company nor any of its Representatives has made any representation regarding the proper characterization of the OP Units for purposes of determining the Investor’s authority to invest in the OP Units.
(iii) The Investor understands that, unless the undersigned Investor notifies the Company in writing to the contrary at or before the Closingclosing of the purchase of OP Units as contemplated in this Certificate, each of the undersigned's Investor’s representations and warranties contained in this Subscription Agreement Certificate will be deemed to have been reaffirmed and confirmed as of the Closingsuch closing, taking into account all information received by the undersignedInvestor.
vi. (iv) 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 Subscription 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.
vii. The undersigned Investor understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares OP Units or made any finding or determination concerning the fairness or advisability of this investment.
viii(v) The Investor acknowledges that there is no assurance that the value of the OP Units will increase or will not decrease. The Undersigned Investor confirms that the Company has up not given any guarantee or representation as to 48 hours before the campaign end date potential success, return, effect, percentage of profit or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the OP Units.
(vi) Nothing herein shall limit or modify the representations and warranties of the Company in the Acquisition Agreement (as defined below) or the right of any party to cancel the purchase and get a full refundAcquisition Agreement to rely thereon.
Appears in 1 contract
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Offering Materials. The undersigned has not been furnished any offering information from the Company or any placement agent relating to the offering of the Securities other than the Offering Materials and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. The undersigned understands and accepts that the purchase of the Shares involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Materials or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
iv. (iii) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Materials. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (iv) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the ClosingClosing Date, each of the undersigned's ’s representations and warranties contained in this Subscription Purchase Agreement will be deemed to have been reaffirmed and confirmed as of the ClosingClosing Date, taking into account all information received by the undersigned.
vi. 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 Subscription 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.
vii. (v) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. (vi) The Undersigned undersigned Investor represents and warrants that it has up not, as of the date of this Purchase Agreement and will not (i) use any information contained in the Offering Materials or any purpose other than an evaluation of potential investment in the Securities or (ii) disclose any such information publicly or to 48 hours before any third party (other than those persons, if any, retained to advise the campaign end date Investor with respect to cancel its potential investment).
(vii) The undersigned Investor understands and acknowledges that (A) the Company previously filed a registration statement on Form S-1 with the SEC (File 333-188497) on May 9, 2013 (such registration statement, including the exhibits and any amendments thereto, the “Registration Statement”) and subsequently withdrew such Registration Statement pursuant to Rule 477 of the Securities Act, effective as of May 15, 2013, (B) no securities were sold under such Registration Statement, (C) the offer and sale of the Securities being sold hereunder will not be registered under the Securities Act, (D) the Securities being sold hereunder will be “restricted securities” as such term is defined under Rule 144(a)(3) under the Securities Act and may not be resold except in accordance with the legend affixed to the face of the certificates evidencing the Securities and the provisions of Section 8(e) hereof, and (E) the Investor does not have the protection of Section 11 of the Securities Act in connection with its purchase and get a full refundof the Securities hereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sequential Brands Group, Inc.)
Information Concerning the Company. i. The undersigned (i) Purchaser has reviewed received a copy of the Form C. With respect to information provided by private placement memorandum (the Company, “Memorandum”). Purchaser has not been furnished any offering literature other than the undersigned Memorandum and has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. The undersigned ) Purchaser understands and accepts that the purchase of the Offered Shares involves various risks, including the risks outlined in the Form C Memorandum and in this Subscription Purchase Agreement. The undersigned Purchaser represents that it is able to bear any and all loss associated with an investment in the Offered Shares.
(iii. The undersigned ) Purchaser confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the Offered Shares. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Offered Shares provided in the Form C Memorandum or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the Offered Shares, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned Purchaser in deciding to invest in the Offered Shares. The undersigned Purchaser acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Offered Shares for purposes of determining the undersignedPurchaser's authority or suitability to invest in the Offered Shares.
(iv. The undersigned ) Purchaser is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. The undersigned Memorandum. Purchaser has had access to such information concerning the Company and the Offered Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Offered Shares.
v. The undersigned (v) Purchaser understands that, unless the undersigned Purchaser notifies the Company in writing to the contrary at or before the a Closing, each of the undersignedPurchaser's representations and warranties contained in this Subscription Purchase Agreement will be deemed to have been reaffirmed and confirmed as of the a Closing, taking into account all information received by the undersignedPurchaser.
(vi. The undersigned ) Purchaser acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering Offering at any time prior to the completion of the offeringthis Offering. This Subscription Purchase Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price the Purchase Price of the Offered Shares, without interest thereon, to the undersignedPurchaser.
(vii. The undersigned ) Purchaser understands that no federal or state agency has passed upon the merits or risks of an investment in the Offered Shares or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Purchase Agreement (AntriaBio, Inc.)
Information Concerning the Company. i. (i) The undersigned acknowledges that no person has reviewed a copy been authorized to give any information or to make any representation concerning the Company or the Securities or the shares of Common Stock issuable upon conversion of the Form C. With respect to Securities, if any, other than information provided given by the Company's duly authorized officers and employees in connection with the undersigned's examination of the Company and the terms of the private exchange placement and the Securities, and the undersigned has relied solely on Company does not take any responsibility for, nor can the Company provide any assurance as to the reliability of, any other information contained in that others may provide to the Form C to make the decision to purchase the Sharesundersigned.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C public filings made by the Company with the Commission pursuant to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act of 1934, as amended and the rules and regulations adopted by the Commission thereunder (collectively, the “Securities Documents”) and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise Securities by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Securities Documents, and has conducted its own investigation of the Company and the terms of the Securities. The undersigned has had access to the Securities Documents and such other information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase exchange of the SharesOld Notes for the Securities.
v. (v) The undersigned has been offered the opportunity to ask questions of the Company and received answers thereto, as it deems necessary to enable it to make an informed investment decision concerning the exchange of the Old Notes for the Securities.
(vi) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (vii) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offeringits consummation. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
vii. (viii) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Information Concerning the Company. i. (a) The undersigned has reviewed received a copy of the Form C. With respect to information provided by the Company, the Term Sheet. The undersigned has not received any other offering literature and has relied solely on only upon the information contained in within the Form C Term Sheet deciding whether to make the decision subscribe to purchase the Shares.
ii. (b) The undersigned understands and accepts is aware that the purchase of the Shares involves various risks, including the risks outlined in the Form C Company has a limited operating history and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the Shares.
iii. The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, or any of their respective affiliates, as investment advice or as a recommendation to purchase the Shares. The undersigned understands that information and explanations related to the terms and conditions of the Shares provided in the Form C or otherwise by the Company, Wefunder or any of their respective affiliates shall not be considered investment advice or a recommendation to purchase the Shares, and that neither the Company, Wefunder 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, Wefunder 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.
iv. The undersigned is familiar with the business and financial condition condition, properties, operations and operations prospects of the Company, all as generally described in the Form C. Term Sheet. The undersigned has had access been given the opportunity to obtain any information necessary to verify the accuracy of the information set forth in the Term Sheet and has been furnished all such information concerning the Company and the Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase of the Sharesso requested.
v. (c) The undersigned understands that, unless the undersigned he notifies the Company in writing to the contrary at or before the Closing, each of all the undersigned's representations ’s representations, warranties and warranties acknowledgements contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. (d) The undersigned acknowledges understands that the Company has the right investment in its sole and absolute discretion to abandon this offering at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return any previously paid subscription price of through the Shares, without interest thereon, to Shares involves various risks as outlined in the undersignedTerm Sheet and this Agreement.
vii. (e) 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.
viii(f) The undersigned acknowledges that neither the Company nor any other person offered to sell the Shares to it by means of any form of general advertising, such as media advertising or seminars.
(g) 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 Closing and to return the previously paid subscription amount as set forth in Appendix A hereto without interest or penalty thereon, to the undersigned.
(h) The undersigned has not used any person as a “Purchaser Representative” with the meaning of Regulation D of the Securities Act to represent it in determining whether it should purchase the shares.
(i) The undersigned has sufficient knowledge and experience in financial, business and commercial matters to be capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto. In this regard, the undersigned is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares but rather upon the undersigned's examination and judgment as to the prospects of the Company.
(j) The Undersigned undersigned has up to 48 hours before consulted with the campaign end date to cancel undersigned’s attorney, financial advisors and others regarding all financial, securities and tax aspects of the purchase proposed investment, and get a full refundthat said advisors have reviewed this agreement, the Term Sheet and all documents relating thereto on the undersigned’s behalf.
Appears in 1 contract
Information Concerning the Company. i. The undersigned has reviewed a copy of the Form C. With respect to information provided by the Company, the undersigned has relied solely on the information contained in the Form C to make the decision to purchase the Shares.
ii. (i) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
iii. (ii) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment or tax advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares provided in the Form C Securities or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment or tax advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
iv. (iii) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. . The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (iv) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
vi. 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 Subscription 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.
vii. (v) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Securities Purchase Agreement (Chromocell Therapeutics Corp)
Information Concerning the Company. i. (i) The undersigned has reviewed received a copy of the Form C. With respect to information provided by Offering Documents. The undersigned has not been furnished any offering literature other than the CompanyOffering Documents, and the undersigned has relied solely only on the information contained in the Form C to make the decision to purchase the Sharestherein.
(ii. ) The undersigned understands and accepts that the purchase of the Shares Securities involves various risks, including the risks outlined in the Form C Offering Documents and in this Subscription Agreement. The undersigned represents that it is able to bear any and all loss associated with an investment in the SharesSecurities.
(iii. ) The undersigned confirms that it is not relying and will not rely on any communication (written or oral) of the Company, Wefunder, Company or any of their respective its affiliates, as investment or tax advice or as a recommendation to purchase the SharesSecurities. The undersigned understands It is understood that information and explanations related to the terms and conditions of the Shares Securities provided in the Form C Offering Documents or otherwise by the Company, Wefunder Company or any of their respective its affiliates shall not be considered investment or tax advice or a recommendation to purchase the SharesSecurities, and that neither the Company, Wefunder Company nor any of their respective its affiliates is acting or has acted as an advisor to the undersigned in deciding to invest in the SharesSecurities. The undersigned acknowledges that neither the Company, Wefunder Company nor any of their respective its affiliates have has made any representation regarding the proper characterization of the Shares Securities for purposes of determining the undersigned's ’s authority or suitability to invest in the SharesSecurities.
(iv. ) The undersigned is familiar with the business and financial condition and operations of the Company, all as generally described in the Form C. Offering Documents. The undersigned has had access to such information concerning the Company and the Shares Securities as it deems necessary to enable it to make an informed investment decision concerning the purchase of the SharesSecurities.
v. (v) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned's ’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of the Closing, taking into account all information received by the undersigned.
(vi. ) The undersigned acknowledges that the Company has the right in its sole and absolute discretion to abandon this offering private placement at any time prior to the completion of the offering. This Subscription Agreement shall thereafter have no force or effect effect, and the Company shall return any the previously paid subscription price of the SharesSecurities, without interest thereon, to the undersigned.
(vii. ) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Shares Securities or made any finding or determination concerning the fairness or advisability of this investment.
viii. The Undersigned has up to 48 hours before the campaign end date to cancel the purchase and get a full refund.
Appears in 1 contract
Samples: Subscription Agreement (QMIS TBS Capital Group Corp.)