Common use of Nature of Investment Clause in Contracts

Nature of Investment. (a) The Purchaser is acquiring the Shares as principal for its own account for investment purposes only and not with a view to distributing or reselling such Shares or any part thereof. (b) The Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The Purchaser, either alone or together with its representatives, have such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the Shares, and have so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. (c) The Purchaser acknowledges that it has had (i) access to information about the Company and its subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable the Purchaser to evaluate its investment; (ii) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Sellers concerning the terms and conditions of the sale of the Shares and the merits and risks of investing in the Shares; and (iii) the opportunity to obtain such additional information that the Sellers possess or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to its investments. (d) The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares 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. (e) The Purchaser understands and acknowledges that (i) the Shares are being offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act, (ii) the availability of such exemption depends in part on, and the Sellers will rely upon the accuracy and truthfulness of, the foregoing representations and the Purchaser hereby consents to such reliance, and (iii) the Shares are “restricted securities” for purposes of the Securities Act and rules thereunder and may not be resold without registration under the Securities Act or an exemption therefrom, and the certificates representing such shares will bear a restrictive legend to such effect.

Nature of Investment. (a) The Purchaser is acquiring Investor Shares to be received by the Shares as principal for its own account Company will be acquired for investment purposes only for the Company's own account, not as a nominee or agent, and not with a view to distributing the resale or reselling such Shares or distribution of any part thereof, and the Company has no present intention of selling, granting any participation in, or other-wise distributing the same,, but subject to the ability of the Company to transfer shares to an affiliate (within the meaning of Rule 405 promulgated under the Securities Act) of the Company. The Company has no need for liquidity related to the acquisition of the Investor Shares. (b) The Purchaser Company, or a representative thereof, has received and read or reviewed, and is familiar with, this Agreement and the other agreements executed in connection with this Agreement and confirms that all documents. books and records pertaining to the Investor's investment in the Company and requested by the Investor 10 have been made available to the Investor. (c) The Company has had an opportunity to ask questions and receive answers from the Investor regarding the terms and conditions of the offering of the Investor Shares and about other information, documents and records relative to Investor's business assets, financial condition, results of operations and liabilities. The foregoing, however. does not limit or modify the representations and warranties of the Investor in Section 4 of this Agreement or the right of the Company to rely thereon. (d) The Company is an “accredited investor” as defined experienced investor in Rule 501(a) under securities and acknowledges that it can bear the Securities Act. The Purchaser, either alone or together with complete economic risk of its representatives, have investment and has such knowledge, sophistication knowledge and experience in financial or business and financial matters so as to be that it is capable of evaluating the merits and risks of the investment in the Investor Shares, and have so evaluated the merits and risks of such investment. The Purchaser Company also represents it is able to bear an "accredited investor"' within the economic risk meaning of an investment in Rule 501 (a) promulgated under the Shares and, at the present time, is able to afford a complete loss of such investment. (c) The Purchaser acknowledges that it has had (i) access to information about the Company and its subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable the Purchaser to evaluate its investment; (ii) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Sellers concerning the terms and conditions of the sale of the Shares and the merits and risks of investing in the Shares; and (iii) the opportunity to obtain such additional information that the Sellers possess or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to its investments. (d) The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares 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 advertisementSecurities Act. (e) The Purchaser purchase of the Investor Shares by the Company is consistent with the general investment objectives of the Company. The Company understands that the purchase of the Investor Shares involves a high degree of risk in view of the fact that, among other things, the Investor is a start-up enterprise, and acknowledges there may be no established market for the Investor Shares. (f) The Company understands that (i) the Investor Shares it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being offered and sold without registration under acquired from the Securities Act Investor in a private placement transaction not involving a public offering and that is exempt from the registration provisions of the Securities Act, (ii) the availability of under such exemption depends in part on, laws and the Sellers will rely upon the accuracy and truthfulness of, the foregoing representations and the Purchaser hereby consents to applicable regulations such reliance, and (iii) the Shares are “restricted securities” for purposes of the Securities Act and rules thereunder and securities may not be resold without registration under the Securities Act or an exemption therefromand applicable state securities laws, except in certain limited circumstances. In this connection, the Company represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. The Company agrees that in no event will it make a transfer or disposition of any of the Investor Shares unless and until, if requested by the Investor, it shall have furnished to the Investor (at the expense of the Company or transferee) an opinion of counsel or other evidence, reasonably satisfactory to the Investor, to the effect that such transfer may be made without restrictions under the Securities Act. The Company understands that the Investor is under no obligation to register any of the securities sold hereunder. The Company understands that no public market now exists for the Investor Shares and that it is uncertain whether a public market will ever exist for the Investor Shares. (g) It is understood that the certificates representing such shares will evidencing the Investor Shares shall bear a restrictive the following legend, as well as any other legend to such effectas may be required by applicable federal and state securities laws: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933), AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.

Nature of Investment. (a) The Purchaser Such Purchasers is acquiring the Shares as principal for its own account for investment purposes only and not with a view to distributing or reselling such Shares or any part thereof. (b) The Such Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The Such Purchaser, either alone or together with its their representatives, have has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the Shares, and have so evaluated the merits and risks of such investment. The Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. (c) The Such Purchaser acknowledges that it has had (i) access to information about the Company and its subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable the such Purchaser to evaluate its investment; (ii) the opportunity to ask such questions as it has they have deemed necessary of, and to receive answers from, representatives of the Sellers Seller concerning the terms and conditions of the sale of the Shares and the merits and risks of investing in the Shares; and (iii) the opportunity to obtain such additional information that the Sellers possess Seller possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to its investments. (d) The Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares 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. (e) The Such Purchaser understands and acknowledges that (i) the Shares are being offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act, (ii) the availability of such exemption depends in part on, and the Sellers Seller will rely upon the accuracy and truthfulness of, the foregoing representations and the such Purchaser hereby consents to such reliance, and (iii) the Shares are “restricted securities” for purposes of the Securities Act and rules thereunder and may not be resold without registration under the Securities Act or an exemption therefrom, and the certificates representing such shares will bear a restrictive legend to such effect.

Nature of Investment. (a) The Purchaser Such Purchasers is acquiring the Shares as principal for its own account for investment purposes only and not with a view to distributing or reselling such Shares or any part thereof. (b) The Such Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The Such Purchaser, either alone or together with its their representatives, have has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the Shares, and have so evaluated the merits and risks of such investment. The Such Purchaser is able to bear the economic risk of an investment in the Shares and, at the present pre­sent time, is able to afford a complete loss of such investment. (c) The Such Purchaser acknowledges that it has had (i) access to information about the Company and its subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable the such Purchaser to evaluate its investment; (ii) the opportunity to ask such questions as it has they have deemed necessary of, and to receive answers from, representatives of the Sellers Seller concerning the terms and conditions of the sale of the Shares and the merits and risks of investing in the Shares; and (iii) the opportunity to obtain such additional information that the Sellers possess Seller possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to its investments. (d) The Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares 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. (e) The Such Purchaser understands and acknowledges that (i) the Shares are being offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act, (ii) the availability of such exemption depends in part on, and the Sellers Seller will rely upon the accuracy and truthfulness of, the foregoing representations and the such Purchaser hereby consents to such reliance, and (iii) the Shares are “restricted securities” for purposes of the Securities Act and rules thereunder and may not be resold without registration under the Securities Act or an exemption therefrom, and the certificates representing such shares will bear a restrictive legend to such effect.