Representations and Warranties by the Subscriber. The Subscriber represents and warrants, to the Corporation as follows:
(a) The Subscriber is acquiring the Notes and Warrant for the Subscriber’s own account as principal, for investment and not with a view to resale or distribution of all or any part of the Notes or Warrant except in accordance with and as provided for in this Agreement.
(b) Immediately prior to the purchase:
(i) the Subscriber has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the risks and merits of investment in the Notes; and
(ii) the Subscriber is able to bear the economic risk of the investment (i.e., at the time of investment the Subscriber could afford a complete loss without hardship).
(c) The Subscriber has been informed as to, and is familiar with, the business activities of the Corporation. The Subscriber acknowledges that he or she or it has made the decision to invest in the Note and Warrants solely on the basis of publicly available information about the Corporation in the Corporation’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at xxx.XXX.xxx (the “Public Information”). The Subscriber acknowledges that and that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Corporation has given Subscriber any information or made any representations, oral or written, other than as provided in the Public Information, on which Subscriber has relied upon in deciding to invest in the Note and Warrant, including without limitation, any information with respect to future operations of the Corporation or the economic returns which may accrue as a result of the purchase of the Note and Warrant. The Subscriber acknowledges having been given the opportunity to review all documents material to an investment in the Notes and Warrant that the Corporation can provide without unreasonable effort or expense.
(d) The Subscriber has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Corporation, including its officers, concerning the Corporation and its business, and the terms and conditions of the Offering, and to obtain such additional information as the Subscriber deems necessary to verify the accuracy and adequacy of the information the Subscriber has obtained. The Subscriber fully understands that this Offering has not been registered under the Securities Act of 1933, ...
Representations and Warranties by the Subscriber. The Subscriber represents and warrants to the Company that:
(a) The Subscriber is acquiring the Notes and the Warrants for the Subscriber’s own account, as principal, for investment purposes only and not with any intention to resell, distributes or otherwise dispose of the Notes or Warrants, as the case may be, in whole or in part.
(b) The Subscriber has had an unrestricted opportunity to: (i) obtain information concerning the Offering, including the Notes, the Warrants, the Company and its proposed and existing business and assets; and (ii) ask questions of, and receive answers from the Company concerning the terms and conditions of the Offering and to obtain such additional information as may have been necessary to verify the accuracy of the information contained in the this Agreement or otherwise provided.
(c) The Subscriber is an Accredited Investor, within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of investing in the Company, and all information that the Subscriber has provided concerning the Subscriber, the Subscriber’s financial position and knowledge of financial and business matters is true, correct and complete. The Subscriber acknowledges and understands that the Company will rely on the information provided by the Subscriber in this Agreement and in the Subscriber Questionnaire annexed hereto as Exhibit A for purposes of complying with Federal and applicable state securities laws.
(d) Except as otherwise disclosed in writing by the Subscriber to the Company, the Subscriber has not dealt with a broker in connection with the purchase of the Notes and agrees to indemnify and hold the Company and its officers and directors harmless from any claims for brokerage or fees in connection with the transactions contemplated herein.
(e) The Subscriber is not relying on the Company or any of its management, officers or employees with respect to any legal, investment or tax considerations involved in the purchase, ownership and disposition of Notes or Warrants. The Subscriber has relied solely on the advice of, or has consulted with, in regard to the legal, investment and tax considerations involved in the purchase, ownership and disposition of Notes and Warrants, the Subscriber’s own legal counsel, business and/or investment adviser, accountant and tax adviser.
(f) The Subscriber understands ...
Representations and Warranties by the Subscriber. The Subscriber acknowledges that the purchase of the Subject Shares involves a high degree of risk, that 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 Subject Shares. The Purchaser further acknowledges receipt of the Prospectus and that he, she or it has carefully reviewed the Prospectus, including the risk factors set forth therein.
Representations and Warranties by the Subscriber. 6.(i) The subscriber represents and warrants that it has the legal capacity and requisite authorization and all necessary licenses to enter into and perform all of its obligations under this Agreement.
Representations and Warranties by the Subscriber. The Subscriber represents and warrants to the Issuer that each of the following statements is true, accurate and not misleading as at each of the Signing Date and the Completion Date:
(a) (status) It is a body corporate validly existing under the laws of its place of incorporation or establishment.
(b) (corporate power) It has the corporate power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement.
(c) (corporate action) It has taken all necessary corporate action to authorise the entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement.
(d) (binding obligation) This Agreement is its valid and binding obligation.
Representations and Warranties by the Subscriber. 1.6 The Subscriber recognizes that (a) the purchase of the Shares involves a high degree of risk. Such risks including, but not limited to, the following: (a) the Company may need additional funds in addition to the proceeds of the Offering and any Alternative Net Proceeds obtained by the Company; (b) 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; (c) the Subscriber may not be able to liquidate its investment; (d) the other risks associated with the Company’s business and financial condition set forth in the Company’s registration statement on Form S-1 and preliminary prospectus filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2016 (the “Registration Statement”). The Subscriber has received a copy of and has carefully reviewed the Registration Statement, including the Risk Factors section therein and is fully aware that an investment in the Shares involves a high degree of risk. The Subscriber further acknowledges that the Registration Statement has not been declared effective by the SEC, and that the IPO contemplated by the Registration Statement may never be consummated upon the terms set forth therein, if at all.
1.7 The Subscriber meets the requirements of at least one of the suitability standards for an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D or is not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S, and as set forth on the Investor Certification attached hereto.
1.8 If a Subscriber is not a person in the United States or a U.S. Person (as defined in Rule 902(k) of Regulation S) or is not purchasing the Shares on behalf of a person in the United States or a U.S. Person:
(a) neither the Subscriber nor any disclosed principal is a U.S. Person nor are they subscribing for the Shares for the account of a U.S. Person or for resale in the United States and the Subscriber confirms that the Shares have not been offered to the Subscriber in the United States and that this Agreement has not been signed in the United States;
(b) the Subscriber acknowledges that the Shares have not been registered under the Securities Act and may not be offered or sold in the United States or to a U.S. Person unless the securities are registered under the Securities Act and all applicable state securities laws or an exemption from such registration requirements ...
Representations and Warranties by the Subscriber. The Subscriber represents and warrants to the Company and the Parent, solely with respect to such Subscriber, as of the date hereof and as of the Closing, as follows:
Representations and Warranties by the Subscriber. The Subscriber represents and warrants, to the Corporation as follows:
(a) The Subscriber is making the loan for the Subscriber’s own account as principal, for investment and not with a view to or intent of resale or distribution of all or any part of the loan or the Warrants or Common Stock underlying the Warrants, except in accordance with and as provided for in this Agreement.
Representations and Warranties by the Subscriber. The Subscriber represents and warrants to the Company, and agrees that:
(a) If the Subscriber is an entity other than an individual, it was not organized for the purpose of acquiring the Membership Interest, it is validly existing and in good standing and has all requisite power to enter into this Subscription Agreement and to carry out the provisions hereof and has duly authorized the execution and delivery of this Subscription Agreement.
(b) The execution and delivery of this Subscription Agreement and the performance of the obligations hereunder do not violate any provision of law, any order, rule or regulation of any court or governmental agency, or constitute a default under any agreement or other instrument to which it is a party or by which it is bound or, if the Subscriber is an entity other than an individual, any charter or organizational document;
(c) Subscriber has duly executed and delivered this Subscription Agreement and such agreement constitutes a legal, valid and binding obligation enforceable against Subscriber in accordance with its terms;
(d) The Subscriber is acquiring his Membership Interest hereunder for his own account, for investment purposes only and not with a view to the sale or other distribution of any of the Membership Interest, in whole or in part; the Subscriber is not participating, directly or indirectly, in an underwriting of any of the Membership Interest, and will not take or cause to be taken any action that would cause the Subscriber to be deemed an “underwriter,” as defined in Section 2(11) of the 1933 Act, of the Membership Interest.
(e) No representations or warranties have been made to the Subscriber by the Company, or any agent, employee or affiliate of the Company, and in entering into this Subscription Agreement the Subscriber is not relying upon any information, other than that provided the Subscriber in writing by the Company or in the Offering Memorandum and the results of the Subscriber’s own independent investigation.
(f) The Subscriber is not subscribing for the Membership Interest as a result of or subsequent to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the internet; or (ii) any seminar or meeting.
(g) The Subscriber is an Accredited Investor and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of investing in the Compa...
Representations and Warranties by the Subscriber
