Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iii) an investor may not be able to liquidate his investment; (iv) transferability of the securities comprising the Units is extremely limited; (v) an investor could sustain the loss of his entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company's business and the business and operations of Ironclad, and the industries and markets in which the Company will compete, as well as risks associated with the Offering, the Merger and the other transactions contemplated herein, in the Offering Memorandum and in the Merger Agreement, all as more fully set forth herein and in the Offering Memorandum. For the avoidance of doubt, all references to the Company in this Section 2.1 include the Company's business and operations after it acquires the business and operations of Ironclad through the Merger.
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that (i) the Company will likely need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) an investor may not be able to liquidate his or her investment; (iv) there is currently no market for the Shares; (v) an investor could sustain the loss of his or her entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company’s business, and the industries and markets in which the Company will compete, as well as risks associated with the Offering, and the other transactions contemplated herein, in the Registration Statement, all as more fully set forth herein and in the Registration Statement.
Representations and Covenants of Subscriber. The Subscriber represents and warrants to the Company that:
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of the Units involves a high degree of risk in that (i) the Company will need additional capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iii) an investor may not be able to liquidate his, her or its investment in the Units; (iv) transferability of the Shares and/or the Warrants is extremely limited; (v) an investor could sustain the loss of his, her or its entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company’s business and operations, and the industries, markets and geographic regions in which the Company competes, as well as risks associated with the Offering, all as more fully set forth herein and in the Offering Memorandum, the terms of which have been reviewed and accepted by the Subscriber.
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that (i) the Company will likely need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) an investor may not be able to liquidate his or her investment; (iv) there is currently no market for the Shares; (v) an investor could sustain the loss of his or her entire investment; (vi) the report of the independent registered public accounting firm which audited the Company’s financial statements for the year ended December 31, 2007 contains an opinion that there is substantial doubt about the Company’s ability to continue as a going concern because the Company has no business operations, has negative working capital and minimal stockholders’ equity; and (vii) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the Company’s business, and the industries and markets in which the Company will compete, as well as risks associated with the Offering, and the other transactions contemplated herein, in the Registration Statement, all as more fully set forth herein and in the Registration Statement.
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of obtaining such additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) an investor may not be able to liquidate its investment; (iv) transferability of the Shares is extremely limited; and (v) an investor could sustain the loss of its entire investment.
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of obtaining such additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iii) an investor may not be able to liquidate his investment; (iv) transferability of the Units and the Common Stock is extremely limited; and (v) an investor could sustain the loss of his entire investment, as well as other risk factors, as more fully set forth herein and in the Offering Memorandum.
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of the Shares involves a high degree of risk in that (i) the Company may need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) an investor may not be able to liquidate its investment; (iv) transferability of the Shares is extremely limited; (v) an investor could sustain the loss of its entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the business and operations of the Company, and the industries and markets in which the Company will compete, all as more fully set forth herein and in the reports filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (all reports so filed by the Company are referred to herein as the “SEC Reports”), and the Confidential Memorandum previously distributed to the Subscriber.
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of Common Stock involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of obtaining such additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Common Stock; (iii) an investor may not be able to liquidate his investment; (iv) transferability of the Common Stock is extremely limited; and (v) an investor could sustain the loss of his entire investment, as well as other risk factors, as more fully set forth herein and in the Offering Memorandum.
Representations and Covenants of Subscriber. 2.1 The Subscriber recognizes that the purchase of the Shares involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) an investor may not be able to liquidate its investment; (iv) transferability of the Shares is extremely limited; (v) an investor could sustain the loss of its entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating to the business and operations of the Company, and the industries and markets in which the Company will compete, all as more fully set forth herein and in the SEC Reports (as defined below).
