Representations and Warranties of Undersigned. The undersigned hereby --------------------------------------------- represents and warrants to the Company that: (a) the undersigned, if an individual, is not less than twenty-one years of age; (b) the undersigned, either alone or with his Purchaser Representative, if any, named below 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, and, if a resident of a certain state, meets any additional suitability standards applicable to him under state law; (c) if the undersigned is utilizing a Purchaser Representative for this investment: (i) such Purchaser Representative, named at the beginning of this Agreement, has acted as his "Purchaser Representative" as defined in Regulation D under the Securities Act of 1933, as amended; (ii) the undersigned has relied upon the advice of such Purchaser Representative as to the merits of an investment in the Company and the suitability of such investment for the undersigned; and (iii) such Purchaser Representative has heretofore confirmed to the undersigned in writing (a true and correct copy of which is furnished to the Company herewith) during the course of this transaction any past, present or future material relationship, actual or contemplated, between the Purchaser Representative and/or its affiliates and the Company and/or any of its affiliates, and any compensation received or to be received as a result thereof; (d) if the undersigned is a partnership, corporation, trust or other entity: (i) it was not formed for the purpose of this investment; (ii) it is authorized and otherwise duly qualified to purchase and hold Shares; and (iii) this Subscription Agreement has been duly and validly authorized and executed and, when delivered, will constitute the legal, valid, binding and enforceable obligation of the undersigned; (e) if the undersigned prospective investor is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to the best of the undersigned's knowledge, neither the Company nor any affiliate of the Company is a party in interest or disqualified person, as defined in ERISA Section 3(14) and the Internal Revenue Code of 1954, as amended, section 4975(e)(2), respectively, with respect to such plan; (f) the undersigned is not subject to a statutory disqualification, as set forth in Section 3(a)(39) of the Securities Exchange Act of 1934, as amended; (g) the undersigned and his Purchaser Representative, if any, have been given full and complete access to all information with respect to the Company and the Company's proposed activities that the undersigned and his Purchaser Representative, if any, have deemed necessary to evaluate the merits and risks of an investment in the Company; (h) the undersigned and, if applicable, his Purchaser Representative, have had a full opportunity to ask questions of and to receive satisfactory answers from a representative of the Company concerning the terms and conditions of this investment and all such questions have been answered to the full satisfaction of the undersigned; (i) the undersigned and, if applicable, his Purchaser Representative, have had the opportunity to receive documents related to the Company and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the Offering and have read carefully copies of the Company's SEC Filings, including the exhibits thereto, and the undersigned is familiar with and agrees to all the terms and conditions of the offering of Shares and the Warrant; (j) the undersigned is aware of the risks associated with an investment in the Company, including those described in the "Risk Factors" section of the Company's SEC Filings; (k) the undersigned has adequate means of providing for his current needs and possible personal contingencies, has no need for liquidity with respect to his investment in the Company, and has financial resources sufficient to bear the economic risk of such investment; (l) the undersigned has been advised and understands that an investment in the Company is highly speculative and has received no representations or warranties from the Company with respect to such investment; (m) the undersigned acknowledges that there are substantial restrictions on the transferability of, and there will be no public market for, the Shares and the shares of Common Stock issuable upon exercise of the Warrant (the "Warrant Shares") and, accordingly, it may not be possible for the undersigned to liquidate his investment in case of an emergency or otherwise, and the undersigned has been advised that while Rule 144 of the Securities Act of 1933, as amended, is presently applicable to Shares and the Warrant Shares, the undersigned understands that the Company may not continue to be obligated to make publicly available any information, filings and reports which are a condition to the availability of Rule 144; (n) the undersigned is aware that no securities administrator of any state or federal government has made or will make any finding or determination relating to this investment; (o) Shares and the Warrant subscribed for hereby are being purchased for the undersigned's own account (or a trust account if the undersigned is a trustee), for investment purposes only and are not being purchased with a view to or for any resale, fractionalization, subdivision or distribution of such Shares; and (p) all information which the undersigned and his Purchaser Representative, if any, has provided to the Company, including (but not limited to) the information, representations and warranties of the undersigned contained in the Purchaser Suitability Statement executed by the undersigned and submitted to the Company in connection with this Subscription, is true and correct in all material respects as of the date set forth below and the undersigned agrees to furnish any additional information which the Company may request so as to determine the suitability of the undersigned, and to notify the Company immediately should any material changes in such information occur.
Appears in 1 contract
Representations and Warranties of Undersigned. The undersigned hereby --------------------------------------------- represents and warrants to to, and covenants with, the Company that:
(a) the undersigned, if an individual, is not less than twenty-one years of age;
(b) the undersigned, either alone or with his Purchaser Representative, if any, named below 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, and, if a resident of a certain state, meets any additional suitability standards applicable to him under state law;
(c) if the undersigned is utilizing a Purchaser Representative for this investmentas follows:
(i) The undersigned has had access to the Company's documents, including its draft Form SB-2 Registration Statement intended to be filed shortly with the U.S. Securities and Exchange Commission ("SEC"), and has reviewed it, including but not limited to the various risks described therein, and those other documents the undersigned has deemed relevant. The undersigned has also been furnished with such Purchaser Representative, named at other materials or literature concerning the beginning of this Agreement, Company as the undersigned has acted as his "Purchaser Representative" as defined in Regulation D under the Securities Act of 1933, as amendedreasonably requested;
(ii) the The undersigned has relied upon the advice of such Purchaser Representative as to the merits of an investment in the Company and the suitability of such investment for the undersigned; and
(iii) such Purchaser Representative has heretofore confirmed to the undersigned in writing (a true and correct copy of which is furnished to the Company herewith) during the course of this transaction any past, present or future material relationship, actual or contemplated, between the Purchaser Representative and/or its affiliates and the Company and/or any of its affiliates, and any compensation received or to be received as a result thereof;
(d) if the undersigned is a partnership, corporation, trust or other entity:
(i) it was not formed for the purpose of this investment;
(ii) it is authorized and otherwise duly qualified to purchase and hold Shares; and
(iii) this Subscription Agreement has been duly and validly authorized and executed and, when delivered, will constitute the legal, valid, binding and enforceable obligation of the undersigned;
(e) if the undersigned prospective investor is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to the best of the undersigned's knowledge, neither the Company nor any affiliate of the Company is a party in interest or disqualified person, as defined in ERISA Section 3(14) and the Internal Revenue Code of 1954, as amended, section 4975(e)(2), respectively, with respect to such plan;
(f) the undersigned is not subject to a statutory disqualification, as set forth in Section 3(a)(39) of the Securities Exchange Act of 1934, as amended;
(g) the undersigned and his Purchaser Representative, if any, have been given full and complete access to all information with respect to the Company and the Company's proposed activities that the undersigned and his Purchaser Representative, if any, have deemed necessary to evaluate the merits and risks of an investment in the Company;
(h) the undersigned and, if applicable, his Purchaser Representative, have had a full reasonable opportunity to ask questions of and to receive satisfactory answers from a representative the Company and its officers, directors and key personnel concerning the Company and the offering by it of the Company concerning the terms and conditions of this investment Securities, and all such questions questions, if any, have been answered to the full satisfaction of the undersigned;
(iiii) 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 which are a highly speculative investment involving a high degree of risk and, if applicablethe undersigned understands and acknowledges that the undersigned could lose its entire investment;
(iv) The undersigned understands that the Company has determined that exemption from the registration provisions of the Securities Act of 1933, his Purchaser Representativeas amended (the "Act"), and applicable state securities laws which are based upon non-public offerings and offerings to non-U.S. citizens or residents are applicable to the offer and sale of the Securities to the undersigned, is based, in part, upon the representations, warranties and agreements made by the undersigned herein; including, but not limited to, that the undersigned is not a U.S. person (as defined in Regulation S) and is not acquiring the Securities for the account or benefit of any U.S. person or is a U.S. person who purchased Securities in a transaction that did not require registration under the Act;
(v) No representations or warranties have had been made to the opportunity to receive documents related to undersigned by the Company or any agent, employee or affiliate of the Company and to ask questions of and receive answers from in entering into this transaction the Company regarding the Companyundersigned is not relying upon any information, its business and the terms and conditions of the Offering and have read carefully copies of other than that contained in the Company's SEC Filingsdocuments, including but not limited to its draft Registration Statement and the exhibits theretodraft, non-final financial statements contained therein, and the undersigned is familiar with and agrees to all results of independent investigation by the terms and conditions of the offering of Shares and the Warrantundersigned;
(jvi) The undersigned understands that (a) the Securities have not been registered under the Act or the securities laws of any state, based upon exemptions from such registration requirements for non-public offerings pursuant to Sections 4(2), 4(6), 3(b), Regulation D and Regulation S under the Act and applicable state laws; (b) the Securities are and will be "restricted securities," as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; (c) the Securities may not be re-sold or otherwise transferred unless they have been first registered under the Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer; (d) the Company is under no obligation to register the Securities under the Act or any state securities laws, or to take any action to make any exemption from any such registration provisions available; (e) the certificates for the Securities will bear legends to the effect that the transfer of the Securities represented thereby are subject to the provisions hereof; and (f) stop transfer instructions will be placed on the records of the Company or with the transfer agent for the Securities;
(vii) Either (a) the undersigned is aware acquiring the Securities solely for the account of the risks associated undersigned, for investment purposes only, and not with an investment a view towards the resale or distribution thereof, or (b) the undersigned is acting as a Distributor (as that term is defined in Rule 902 of Regulation S promulgated by the CompanySEC under the Act, including those described in with respect to the "Risk Factors" section of the Company's SEC FilingsSecurities;
(kviii) Either (x) the undersigned has adequate means will not sell or otherwise transfer any of providing for his current needs the Securities being purchased, or any interest therein, unless and possible personal contingenciesuntil (a) said Securities shall have first been registered under the Act and all applicable state securities laws; or (b) the undersigned shall have first delivered to the Company a written opinion of counsel (which counsel and opinion (in form and substance) shall be reasonably satisfactory to the Company), has to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable state securities laws, or (y) the undersigned, acting as a Distributor, will make offers or sales of the Securities in full compliance with all applicable requirements of SEC Regulation S as currently in effect, including, but not limited to, that no need for liquidity with respect to his investment directed selling efforts will be made in the CompanyUnited States, that offerings of the Securities would not be made to any U.S. persons or for the account or benefit of a U.S. person, that such offers and sales are made only to "accredited investors" as that term is defined in SEC Rule 501 (described below), and has financial resources sufficient that the undersigned provides the Company at the time of purchase with a written certification of the purchaser of the Securities (other than the Distributor) that it is not a U.S. person and is not acquiring the Securities for the account or benefit of any U.S. person, or is a U.S. person who purchased Securities in the transaction that did not require registration under the Act, and that such purchaser agrees to bear resell such Securities only in accordance with the economic risk provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration (and agrees not to engage in hedging transactions with regard to such investmentSecurities unless in compliance with the Act);
(lix) The undersigned has full power and authority to execute and deliver this Subscription and Acknowledgment and to perform the obligations of the undersigned has been advised hereunder; and understands that an investment this Subscription and Acknowledgment is a legally binding obligation of the undersigned in the Company is highly speculative and has received no representations or warranties from the Company accordance with respect to such investmentits terms;
(mx) The undersigned is under no legal disability to contract as herein contemplated and this Subscription Agreement has been duly authorized and executed by appropriate action of the undersigned acknowledges that there are substantial restrictions as required under law and is fully binding on the transferability of, and there will be no public market for, the Shares and the shares undersigned.
(xi) The undersigned is an "accredited investor" as that term is defined in paragraph (a) of Common Stock issuable upon exercise of the Warrant (the "Warrant Shares") and, accordingly, it may not be possible for the undersigned to liquidate his investment in case of an emergency or otherwise, and the undersigned has been advised that while Rule 144 of 501 under the Securities Act of 1933, as amended, is presently applicable to Shares and the Warrant Shares, the undersigned understands that the Company may not continue to be obligated to make publicly available any information, filings and reports which are a condition to the availability of Rule 144;
(n) the undersigned is aware that no securities administrator of any state or federal government has made or will make any finding or determination relating to this investment;
(o) Shares and the Warrant subscribed for hereby are being purchased for the undersigned's own account (or a trust account if the undersigned is a trustee), for investment purposes only and are not being purchased with a view to or for any resale, fractionalization, subdivision or distribution of such Shares; and
(p) all information which the undersigned and his Purchaser Representative, if any, has provided to the Company, including (but not limited to) the information, representations and warranties of the undersigned contained in the Purchaser Suitability Statement executed by the undersigned and submitted to the Company in connection with this Subscription, is true and correct in all material respects as of the date set forth below and the undersigned agrees to furnish any additional information which the Company may request so as to determine the suitability of the undersigned, and to notify the Company immediately should any material changes in such information occur.follows:
Appears in 1 contract
Representations and Warranties of Undersigned. The undersigned hereby --------------------------------------------- represents and warrants to the Company that:
(a) the undersignedSubscriber, if an individual, is not less than twenty-one years of age;
(b) the undersignedSubscriber, either alone or with his or its Purchaser Representative, if any, named below 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, and, if a resident of a certain state, meets any additional suitability standards applicable to him under state law;
(c) if the undersigned Subscriber is utilizing a Purchaser Representative for this investment:
(i) such Purchaser Representative, named at the beginning of this Agreement, has acted as his "or its “Purchaser Representative" ” as defined in Regulation D under the Securities Act of 1933, as amendedamended (the “1933 Act”);
(ii) the undersigned Subscriber has relied upon the advice of such Purchaser Representative as to the merits of an investment in the Company and the suitability of such investment for the undersignedSubscriber; and
(iii) such Purchaser Representative has heretofore confirmed to the undersigned Subscriber in writing (a true and correct copy of which is furnished to the Company herewith) during the course of this transaction any past, present or future material relationship, actual or contemplated, between the Purchaser Representative and/or its affiliates and the Company and/or any of its affiliates, and any compensation received or to be received as a result thereof;
(d) if the undersigned Subscriber is a partnership, corporation, trust or other entity:
(i) it was not formed for the purpose of this investment;
(ii) it is authorized and otherwise duly qualified to purchase and hold Shares; and
(iii) this Subscription Agreement has been duly and validly authorized and executed and, when delivered, will constitute the legal, valid, binding and enforceable obligation of the undersignedSubscriber;
(e) if the undersigned prospective investor is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to the best of the undersigned's knowledge, neither the Company nor any affiliate of the Company is a party in interest or disqualified person, as defined in ERISA Section 3(14) and the Internal Revenue Code of 1954, as amended, section 4975(e)(2), respectively, with respect to such plan;
(f) the undersigned Subscriber is not subject to a statutory disqualification, as set forth in Section 3(a)(39) of the Securities Exchange Act of 1934, as amended1934 Act;
(gf) the undersigned Subscriber and his or its Purchaser Representative, if any, have been given full and complete access to all information with respect to the Company and the Company's ’s proposed activities that the undersigned Subscriber and his or its Purchaser Representative, if any, have deemed necessary to evaluate the merits and risks of an investment in the Company;
(hg) the undersigned Subscriber and, if applicable, his or its Purchaser Representative, have had a full opportunity to ask questions of and to receive satisfactory answers from a representative of the Company concerning the terms and conditions of this investment and all such questions have been answered to the full satisfaction of the undersignedSubscriber;
(ih) the undersigned Subscriber and, if applicable, his or its Purchaser Representative, have had the opportunity to receive documents related to the Company and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the Offering and have read carefully copies of the Company's ’s SEC Filings, including the exhibits thereto, and the undersigned Subscriber is familiar with and agrees to all the terms and conditions of the offering of Shares and the WarrantShares;
(ji) the undersigned Subscriber is aware of the risks associated with an investment in the Company, including those described in the "“Risk Factors" ” section of the Company's ’s SEC Filings;
(kj) the undersigned Subscriber has adequate means of providing for his or its current needs and possible personal contingencies, has no need for liquidity with respect to his or its investment in the Company, and has financial resources sufficient to bear the economic risk of such investment;
(lk) the undersigned Subscriber has been advised and understands that an investment in the Company is highly speculative and has received no representations or warranties from the Company with respect to such investment;
(ml) the undersigned Subscriber acknowledges that there are substantial restrictions on the transferability of, and there will be no public market for, the Shares and the shares of Common Stock issuable upon exercise of the Warrant (the "Warrant Shares") and, accordingly, it may not be possible for the undersigned Subscriber to liquidate his or its investment in case of an emergency or otherwise, and the undersigned Subscriber has been advised that while Rule 144 of the Securities 1933 Act of 1933, as amended, is presently applicable to Shares and the Warrant Shares, the undersigned Subscriber understands that the Company Rule 144 may not continue to be obligated to make publicly available any information, filings and reports which are a condition in the future to the availability of Rule 144Shares;
(nm) the undersigned Subscriber is aware that no securities administrator of any state or federal government has made or will make any finding or determination relating to this investment;
(on) Shares and the Warrant subscribed for hereby are being purchased for the undersigned's Subscriber’s own account (or a trust account if the undersigned Subscriber is a trustee), for investment purposes only and are not being purchased with a view to or for any resale, fractionalization, subdivision or distribution of such Shares; and
(po) all information which the undersigned Subscriber and his or its Purchaser Representative, if any, has provided to the Company, including (but not limited to) the information, representations and warranties of the undersigned Subscriber contained in the Purchaser Suitability Statement executed by the undersigned Subscriber and submitted to the Company in connection with this Subscription, is true and correct in all material respects as of the date set forth below and the undersigned Subscriber agrees to furnish any additional information which the Company may request so as to determine the suitability of the undersignedSubscriber, and to notify the Company immediately should any material changes in such information occur.
Appears in 1 contract
Representations and Warranties of Undersigned. The undersigned hereby --------------------------------------------- represents and warrants to the Company that:
(a) the undersigned, if an individual, is not less than twenty-one years of age;
(b) the undersigned, either alone or with his Purchaser Representative, if any, named below 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, and, if a resident of a certain state, meets any additional suitability standards applicable to him under state law;
(c) if the undersigned is utilizing a Purchaser Representative for this investment:
(i) such Purchaser Representative, named at the beginning of this Agreement, has acted as his "Purchaser Representative" as defined in Regulation D under the Securities Act of 1933, as amendedamended (the "1933 Act");
(ii) the undersigned has relied upon the advice of such Purchaser Representative as to the merits of an investment in the Company and the suitability of such investment for the undersigned; and
(iii) such Purchaser Representative has heretofore confirmed to the undersigned in writing (a true and correct copy of which is furnished to the Company herewith) during the course of this transaction any past, present or future material relationship, actual or contemplated, between the Purchaser Representative and/or its affiliates and the Company and/or any of its affiliates, and any compensation received or to be received as a result thereof;
(d) if the undersigned is a partnership, corporation, trust or other entity:
(i) it was not formed for the purpose of this investment;
(ii) it is authorized and otherwise duly qualified to purchase and hold Shares; and
(iii) this Subscription Agreement has been duly and validly authorized and executed and, when delivered, will constitute the legal, valid, binding and enforceable obligation of the undersigned;
(e) if the undersigned prospective investor is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to the best of the undersigned's knowledge, neither the Company nor any affiliate of the Company is a party in interest or disqualified person, as defined in ERISA Section 3(14) and the Internal Revenue Code of 1954, as amended, section 4975(e)(2), respectively, with respect to such plan;
(f) the undersigned is not subject to a statutory disqualification, as set forth in Section 3(a)(39) of the Securities Exchange Act of 1934, as amended1934 Act;
(g) the undersigned and his Purchaser Representative, if any, have been given full and complete access to all information with respect to the Company and the Company's proposed activities that the undersigned and his Purchaser Representative, if any, have deemed necessary to evaluate the merits and risks of an investment in the Company;
(h) the undersigned and, if applicable, his Purchaser Representative, have had a full opportunity to ask questions of and to receive satisfactory answers from a representative of the Company concerning the terms and conditions of this investment and all such questions have been answered to the full satisfaction of the undersigned;
(i) the undersigned and, if applicable, his Purchaser Representative, have had the opportunity to receive documents related to the Company and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the Offering and have read carefully copies of the Company's SEC Filings, including the exhibits thereto, and the undersigned is familiar with and agrees to all the terms and conditions of the offering of Shares and the WarrantWarrants;
(j) the undersigned is aware of the risks associated with an investment in the Company, including those described in the "Risk Factors" section of the Company's SEC Filings;
(k) the undersigned has adequate means of providing for his current needs and possible personal contingencies, has no need for liquidity with respect to his investment in the Company, and has financial resources sufficient to bear the economic risk of such investment;
(l) the undersigned has been advised and understands that an investment in the Company is highly speculative and has received no representations or warranties from the Company with respect to such investment;
(m) the undersigned acknowledges that there are substantial restrictions on the transferability of, and there will be no public market for, the Shares and the shares of Common Stock issuable upon exercise of the Warrant Warrants (the "Warrant Shares") and, accordingly, it may not be possible for the undersigned to liquidate his investment in case of an emergency or otherwise, and the undersigned has been advised that while Rule 144 of the Securities 1933 Act of 1933, as amended, is presently applicable to Shares and the Warrant Shares, the undersigned understands that the Company Rule 144 may not continue be available in the future to be obligated to make publicly available any information, filings and reports which are a condition to the availability of Rule 144such shares;
(n) the undersigned is aware that no securities administrator of any state or federal government has made or will make any finding or determination relating to this investment;
(o) Shares and the Warrant Warrants subscribed for hereby are being purchased for the undersigned's own account (or a trust account if the undersigned is a trustee), for investment purposes only and are not being purchased with a view to or for any resale, fractionalization, subdivision or distribution of such Shares; and
(p) all information which the undersigned and his Purchaser Representative, if any, has provided to the Company, including (but not limited to) the information, representations and warranties of the undersigned contained in the Purchaser Suitability Statement executed by the undersigned and submitted to the Company in connection with this Subscription, is true and correct in all material respects as of the date set forth below and the undersigned agrees to furnish any additional information which the Company may request so as to determine the suitability of the undersigned, and to notify the Company immediately should any material changes in such information occur.
Appears in 1 contract
Representations and Warranties of Undersigned. The undersigned hereby --------------------------------------------- represents and warrants to the Company that:
(a) the undersigned, if an individual, is not less than twenty-one years of age;
(b) the undersigned, either alone or with his Purchaser Representative, if any, named below 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, and, if a resident of a certain state, meets any additional suitability standards applicable to him under state law;
(c) if the undersigned is utilizing a Purchaser Representative for this investment:
(i) such Purchaser Representative, named at the beginning of this Agreement, has acted as his "Purchaser Representative" as defined in Regulation D under the Securities Act of 1933, as amended;
(ii) the undersigned has relied upon the advice of such Purchaser Representative as to the merits of an investment in the Company and the suitability of such investment for the undersigned; and
(iii) such Purchaser Representative has heretofore confirmed to the undersigned in writing (a true and correct copy of which is furnished to the Company herewith) during the course of this transaction any past, present or future material relationship, actual or contemplated, between the Purchaser Representative and/or its affiliates and the Company and/or any of its affiliates, and any compensation received or to be received as a result thereof;
(d) if the undersigned is a partnership, corporation, trust or other entity:
(i) it was not formed for the purpose of this investment;
(ii) it is authorized and otherwise duly qualified to purchase and hold Shares; and
(iii) this Subscription Agreement has been duly and validly authorized and executed and, when delivered, will constitute the legal, valid, binding and enforceable obligation of the undersigned;
(e) if the undersigned prospective investor is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to the best of the undersigned's knowledge, neither the Company nor any affiliate of the Company is a party in interest or disqualified person, as defined in ERISA Section 3(14) and the Internal Revenue Code of 1954, as amended, section 4975(e)(2), respectively, with respect to such plan;
(f) the undersigned is not subject to a statutory disqualification, as set forth in Section 3(a)(39) of the Securities Exchange Act of 1934, as amended;
(g) the undersigned and his Purchaser Representative, if any, have been given full and complete access to all information with respect to the Company and the Company's proposed activities that the undersigned and his Purchaser Representative, if any, have deemed necessary to evaluate the merits and risks of an investment in the Company;
(h) the undersigned and, if applicable, his Purchaser Representative, have had a full opportunity to ask questions of and to receive satisfactory answers from a representative of the Company concerning the terms and conditions of this investment and all such questions have been answered to the full satisfaction of the undersigned;
(i) the undersigned and, if applicable, his Purchaser Representative, have had the opportunity to receive documents related to the Company received and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions read carefully a copy of the Offering and have read carefully copies of the Company's SEC FilingsMemorandum, including the exhibits thereto, and the undersigned is familiar with and agrees to all the terms and conditions of the offering of Shares and the WarrantWarrants set forth in the Memorandum;
(j) the undersigned is aware of the risks associated with an investment in the Company, including those described in the "Risk Factors" section of the Company's SEC FilingsMemorandum;
(k) the undersigned has adequate means of providing for his current needs and possible personal contingencies, has no need for liquidity with respect to his investment in the Company, and has financial resources sufficient to bear the economic risk of such investment;
(l) the undersigned has been advised and understands that an investment in the Company is highly speculative and has received no representations or warranties from the Company with respect to such investmentinvestment other than those contained in the Memorandum;
(m) the undersigned acknowledges that there are substantial restrictions on the transferability of, and there will be no public market for, the Shares and the shares of Common Stock issuable upon exercise of the Warrant Warrants (the "Warrant Shares") and, accordingly, it may not be possible for the undersigned to liquidate his investment in case of an emergency or otherwise, and the undersigned has been advised that while Rule 144 of the Securities Act of 1933, as amended, is presently applicable to Shares and the Warrant Shares, the undersigned understands that the Company may not continue to be obligated to make publicly available any information, filings and reports which are a condition to the availability of Rule 144;
(n) the undersigned is aware that no securities administrator of any state or federal government has made or will make any finding or determination relating to this investment;
(o) Shares and the Warrant Warrants subscribed for hereby are being purchased for the undersigned's own account (or a trust account if the undersigned is a trustee), for investment purposes only and are not being purchased with a view to or for any resale, fractionalization, subdivision or distribution of such Shares; and
(p) all information which the undersigned and his Purchaser Representative, if any, has provided to the Company, including (but not limited to) the information, representations and warranties of the undersigned contained in the Purchaser Suitability Statement executed by the undersigned and submitted to the Company in connection with this Subscription, is true and correct in all material respects as of the date set forth below and the undersigned agrees to furnish any additional information which the Company may request so as to determine the suitability of the undersigned, and to notify the Company immediately should any material changes in such information occur.
Appears in 1 contract
