Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows:
(a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction;
(b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.
(c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal continge...
Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company that:
Representations and Warranties of the Undersigned. The Undersigned hereby represents and warrants that:
A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment.
B. The Undersigned has had substantial experience in business or investments in one or more of the following:
(i) knowledge of and investment experience with securities, such as stocks and bonds;
(ii) ownership of interests in new ventures and/or start-up companies;
(iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative.
C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock.
D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer.
E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.
Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Company, its officers, directors, agents, and employees as follows:
(a) That he(1) has adequate means of providing for his current needs and personal contingencies. He has no need now, and anticipates no need in the foreseeable future, to sell the Shares which he hereby agrees to purchase, and he currently has sufficient financial liquidity to afford a complete loss of his investment in the Company.
(b) That he has received and carefully reviewed descriptive memoranda relating to the Company and any other materials relating thereto that he has requested.
(c) That he has had an opportunity to ask questions of and receive answers from the authorized representatives of the Company, and to review any relevant documents and -------- 1 Masculine pronouns are used solely for convenience of reference, and are intended to have general application. records concerning the business of the Company and the terms and conditions of this investment, and that any such questions have been answered to the full satisfaction of the undersigned.
(d) That no person or entity, other than the Company or its authorized representatives, has offered the Shares to the undersigned.
(e) That he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Company, or he and his financial and investment advisors together have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in the Company.
(f) That the Shares for which he hereby subscribes will be acquired for his own account for investment and not with a view toward subdivision, resale, or redistribution thereof in a manner prohibited under the Securities Act of 1933, as amended (the "Act"), and he does not presently have any reason to anticipate any change in his circumstances or other particular occasion or event which would cause him to sell his Shares. He has no contract, undertaking, agreement, understanding, or arrangement with any person to sell, transfer, or pledge to any person any part or all of the Shares for which he hereby subscribes, or any interest therein, and has no present plans to enter into the same.
(g) That (i) it has been called to his attention in connection with his investment in the Company that such investment is speculative in nature and involves a high degree of risk, and (ii) he is awa...
Representations and Warranties of the Undersigned. The undersigned, by executing and delivering this Joinder, hereby acknowledges, represents and warrants to the Company, to the Manager and to all of the other Members of the Company as follows:
Representations and Warranties of the Undersigned. The Undersigned hereby represents and warrants that:
Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold under an exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and offering exemptions contained in the securities laws of other jurisdictions; that the undersigned is purchasing the Shares without being furnished any offering literature, prospectus or business plan; that this transaction has not been examined by the United States Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any other jurisdiction; that all documents, records and books pertaining to this investment requested by the undersigned have been made available by Regent to the undersigned and the undersigned's representatives, including his or her attorney, accountant and/or purchaser representative; and that the books and records of Regent and the Bank have been and will be available upon reasonable notice for inspection by investors during reasonable business hours at Regent's offices. The undersigned hereby further represents and warrants as follows:
(a) The undersigned understands that an investment in the Shares is speculative in nature and involves a high degree of risk and is suitable only for persons of substantial means who have no need for liquidity in their investment, and the undersigned confirms that the undersigned has carefully considered risks in evaluating whether to make an investment in the Shares.
(b) The undersigned confirms that the undersigned understands and has fully considered for purposes of this investment that there are substantial restrictions on the transferability of the Shares and that there will be no public market for the Shares, and, accordingly, it probably will not be possible for the undersigned to liquidate his investment in the Shares in the case of an emergency or to use the Shares as collateral for a loan.
(c) The undersigned confirms that the undersigned (i) is able to bear the economic risk of this investment in the Shares, (ii) is able to hold the Shares for an indefinite period of time, (iii) is able to afford a complete loss of his or her investment, and (iv) has adequate means of providing for his or her current needs and possible personal contingencies and has no need for liquidity in his or her investment.
(d) The undersigned has, or the undersigned and the undersigned's purchaser representative together have, such knowledge and experience in fina...
Representations and Warranties of the Undersigned. In order to induce the Company to accept this subscription, the undersigned hereby represents and warrants to, and covenants with, the Company as follows:
(i) The undersigned has received and reviewed the draft registration statement on Form SB-2 as of the date hereof prepared by the Company and expected to be filed with the Securities and Exchange Commission (the "SEC") (with such amendments and revisions as the Company shall deem necessary or desirable), the Company's Corporate Fact Sheet presented to the undersigned and the Power Point Presentation (dated June 2000) (hereinafter collectively, the "Offering Materials"), and except for the Offering Materials, the representations contained herein and the representations in the Company's filings with the SEC under The Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned has not relied upon any other materials or literature relating to the offer and sale of the Securities;
(ii) The undersigned has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the offering, and all such questions, if any, have been answered to the full satisfaction of the undersigned;
(iii) The undersigned has such knowledge and expertise in financial and business matters that the undersigned is capable of evaluating the merits and risks involved in an investment in the Securities
(iv) The information provided by the investor in this Subscription Agreement being delivered by the undersigned to the Company herewith is true, complete and correct in all material respects, and the undersigned understands that the Company has determined that the exemption from the registration provisions of the Act, which is based upon non-public offerings is applicable to the offer and sale of the Securities, based, in part, upon the representations, warranties and agreements made by the undersigned herein ;
(v) Except as set forth in the Offering Materials, the representations contained in the Company's filings with the SEC under the Exchange Act, or herein, no representations or warranties have been made to the undersigned by the Company or by any agent, employee, or affiliate of the Company, and in entering into this transaction the undersigned is not relying upon any information, other than the results of independent investigation by the undersigned and the representations contained herein and in the Offering Materials and the Company's filings with the SEC under the Exchange...
Representations and Warranties of the Undersigned. The undersigned, in order to induce the Company to accept this Offer, hereby warrants and represents as follows:
(A) The undersigned has sufficient liquid assets to sustain a loss of the undersigned's entire investment.
(B) The undersigned represents that he/she/it is either a Qualified Institutional Buyer as that term is defined under the Securities Act of 1933, as amended (the "Act"), or is an Accredited Investor as that term is defined in Regulation D promulgated under the Act. In general, an "Accredited Investor" is deemed to be an institution with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.
(C) The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice.
(D) The undersigned has not authorized any person or institution to act as the undersigned's Purchaser Representative (as that term is defined in Regulation D of the General Rules and Regulations under the Act) in connection with this transaction. The undersigned has such knowledge and experience in financial, investment and business matters that the undersigned is capable of evaluating the merits and risks of the prospective investment in the securities of the Company. The undersigned has consulted with such independent legal counsel or other advisers as the undersigned has deemed appropriate to assist the undersigned in evaluating the proposed investment in the Company.
(E) The undersigned represents that the undersigned (i) has adequate means of providing for the undersigned's current financial needs and possible personal contingencies and has no need for liquidity of investment in the Company; (ii) can afford (a) to hold unregistered securities for an indefinite period of time as required; and (b) sustain a complete loss of the entire amount of the subscription; and (iii) has not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive.
(F) The undersigned has been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and to obtain any additional information, to the extent that the Company possesses such information or can acquire it without unreasonable effort ...
Representations and Warranties of the Undersigned. The undersigned represents and warrants to the Company that:
a. The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares.
b. The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.
c. The undersigned understands and agrees that the undersigned is purchasing...
