Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company: (a) Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has reviewed the Memorandum, the Articles, and the Amended Articles, and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, and the Amended Articles, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares. (b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares. (c) The Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. (d) Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp. (e) Other than the rights specifically set forth in this Subscription and the Amended Articles, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests; (g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit E (h) Participant understands that the Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its net worth. (i) Participant understands that the right to transfer the Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (j) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers necessary. (k) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, directors, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp. (l) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.
Appears in 2 contracts
Samples: Subscription Agreement (Pedevco Corp), Subscription Agreement (Pedevco Corp)
Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has reviewed the Memorandum, the Articles, Memorandum and the Amended Articles, Company’s filings with the Securities and Exchange Commission (the “Public Information”). Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, Memorandum and the Amended ArticlesPublic Information, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares.
(c) The Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale re-sell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. Participant or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Participant to utilize the information made available to it in connection with the purchase of the Shares to evaluate the merits and risks thereof and to make an informed investment decision.
(d) Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended ArticlesRights Agreement, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests;
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit EA.
(h) Participant understands that the Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its net worth.
(i) Participant understands that the right to transfer the Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(j) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers necessary.
(k) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officersOfficers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.investment
(l) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.
Appears in 2 contracts
Samples: Subscription Agreement (Procera Networks Inc), Subscription Agreement (Procera Networks Inc)
Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum, the ArticlesCertificate of Formation, and the Amended ArticlesCertificate of Designation. Participant has reviewed the Memorandum, the ArticlesCertificate of Formation, and the Amended ArticlesCertificate of Designation, and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the ArticlesCertificate of Formation, and the Amended ArticlesCertificate of Designation, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares.. Participant’s Initials 2 Xxxxxx.xxx, Inc.
(c) The Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale re-sell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares.
(d) Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription Subscription, the Certificate of Formation, and the Amended ArticlesCertificate of Designation, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests;
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit ED.
(h) Participant understands that the Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its net worth.
(i) Participant understands that the right to transfer the Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(j) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers necessary.
(k) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.3 Xxxxxx.xxx, Inc.
(l) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.
Appears in 1 contract
Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum, the Articles, Memorandum and the Amended ArticlesRights Agreement. Participant has reviewed the Memorandum, the Articles, Memorandum and the Amended ArticlesRights Agreement, and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participants also acknowledges that Participant has made the decision to invest in the Shares solely on the basis of the Memorandum and publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (the “Public Information”), and the such Public Information and Memorandum currently contain only limited financial data about the Company. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, Public Information and the Amended ArticlesRights Agreement, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers mergers, financial projections or anticipated operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares.
(c) The Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale re-sell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares.
(d) Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended ArticlesRights Agreement, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests;.
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit EA.
(h) Participant understands that the Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its net worth.
(i) Participant understands that the right to transfer the Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. ___________ Subscription Agreement Participant’s Initials 2 Trxade Group, Inc. (j) Further, Participant is aware that the Company was previously a shell company, and therefore the exemption offered pursuant to Rule 144 is not currently available. Notwithstanding the foregoing, however, Participant is aware that because the Company has filed current "Form 10 information" with the Securities and Exchange Commission reflecting its status as an entity that is no longer a shell company, if (i) the Company remains subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; and (ii) if the Company has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months; then the Shares issued in connection with this Offering may be sold subject to Rule 144 (and applicable holding periods) and other applicable securities laws after one year has elapsed from the date that the Company file D "Form 10 information" with the Securities and Exchange Commission.
(jk) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers necessary.
(kl) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.investment.
(lm) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.
(n) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
Appears in 1 contract
Representations by Participant. In consideration of the Company’s potential acceptance of the Subscription, each Participant individually, and not jointly or severally, makes the following representations and warranties to the Company and to its principals, jointly and severallyCompany, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior Without limiting its right to rely upon the representations and warranties of the Company in Section 4, prior to the time of purchase of any the Shares, Participant received a copy of has had an opportunity to review the Memorandum, the Articles, Certificate and the Amended Articles. Participant has reviewed Company’s reports, schedules, forms, statements and other documents filed by it with the Memorandum, United States Securities and Exchange Commission (the Articles, and the Amended Articles“SEC Reports”), and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, SEC Reports and the Amended Articlesherein, on which Participant has relied upon in deciding to invest in the SharesSecurities, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase acquisition of the SharesSecurities.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising general solicitation or general solicitation advertising (within the meaning of Regulation D under the Securities Act) with respect to the SharesSecurities.
(c) The Shares Securities are being purchased acquired for Participant’s own account for long-term investment and not with a view to immediately resale the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, Securities in violation of the SharesSecurities Act.
(d) Participant acknowledges that the Shares Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and disclosed in the Amended ArticlesSEC Reports, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares Securities under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares Securities and of protecting its own interests;
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of as such term is defined in Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Accredited Investor StatusStatus and Investor Information, attached hereto as Exhibit EB. ________ Subscription Agreement Participant’s Initials PEDEVCO Corp.
(h) Participant understands that the Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its net worth.
(i) Participant understands that the right to transfer the Shares Securities will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, Act and any other applicable state or foreign securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares Securities unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer; provided that the Securities may be transferred to Permitted Transferees (as defined in the Certificate) without Company consent.
(ji) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the SharesSecurities, and have has done so, to the extent Participant considers necessary.
(kj) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officersOfficers, any other investors, nor the partners, shareholders, members, directors, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.investment.
(lk) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor StatusStatus and Investor Information, is truthful, accurate, correct, and complete as of the date set forth herein.
(m) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
Appears in 1 contract
Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has reviewed the Memorandum, the Articles, and the Amended Articles, and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participants also acknowledges that Participant has made the decision to invest in the Shares solely on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (the “Public Information”), and the such Public Information and Memorandum currently contain only limited financial data about the Company. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, and the Amended ArticlesPublic Information, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers mergers, financial projections or anticipated operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares.
(c) The Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale re-sell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares.
(d) Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended ArticlesSubscription, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests;.
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit EA.
(h) Participant understands that the Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its net worth.. __________ Subscription Agreement Participant’s Initials 2 Trxade Group, Inc.
(i) Participant understands that the right to transfer the Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(j) Further, Participant is aware that the Company was previously a shell company, and therefore the exemption offered pursuant to Rule 144 is not currently available. Notwithstanding the foregoing, however, Participant is aware that because the Company has filed current “Form 10 information” with the Securities and Exchange Commission reflecting its status as an entity that is no longer a shell company, if (i) the Company remains subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; and (ii) if the Company has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months; then the Shares issued in connection with this Offering may be sold subject to Rule 144 (and applicable holding periods) and other applicable securities laws after one year has elapsed from the date that the Company file D “Form 10 information” with the Securities and Exchange Commission.
(k) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers necessary.
(kl) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.investment.
(lm) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.
Appears in 1 contract
Representations by Participant. In consideration of the Company’s 's acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has reviewed the Memorandum, the Articles, and the Amended Articles, and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s 's understanding of the terms thereof and of the Company’s 's business and status thereof. Participant acknowledges , and that no officer, director, broker-dealer, placement agent, finder oral information furnished to the undersigned or other person affiliated its advisors in connection with the Company Subscription has given Participant been in any way inconsistent with other documentary information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, and the Amended Articles, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Sharesprovided.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares.
(c) The Shares are being purchased for Participant’s 's own account for long-term investment and not with a view to immediately resale re-sell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. Participant or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Participant to utilize the information made available to it in connection with the purchase of the Shares to evaluate the merits and risks thereof and to make an informed investment decision.
(d) Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s 's representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended ArticlesRights Agreement, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”"COMPANY'S OFFICERS") are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: because (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; persons or (ii) by reason of Participant’s 's business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests;; AND
(i) Participant has minimum net worth in excess of $1,000,000; or
(ii) Participant has income in excess of $200,000 or joint income with his or her spouse in excess of $300,000 in each of the two most recent years, and Participant, with his or her spouse, has a reasonable expectation of reaching the same income level in the current year; or
(iii) Participant is a director or executive officer of the Company; or
(iv) If a trust, the trust has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares and the purchase was directed by a sophisticated person as described in 7 CFR Sec. 230.506(b)(2)(ii); or
(v) If a corporation or partnership, the corporation or partnership has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares; or
(vi) If an entity, all of the equity owners meet the criteria for participation set forth in this Paragraph 2(f).
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit E
(h) Participant understands that the Shares are illiquid, and until registered with the Securities Exchange Commission, Commission or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, them and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, difficulties and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant's, is reasonable in relation to its net worth.
(ih) Participant understands that the right to transfer the Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(ji) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers necessary.
(kj) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers's Officers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.investment
(lk) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, matters is truthful, accurate, correct, correct and complete as of the date set forth herein.
Appears in 1 contract
Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any Offered Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has carefully reviewed this Agreement, the Memorandum, including all exhibits thereto, all reports, schedules, forms statements and other documents required to be filed thereunder and the ArticlesCompany’s filings with the Securities and Exchange Commission (the foregoing materials, together with the Agreement and the Memorandum, and any documents which may have been made available upon request as reflected therein, collectively referred to as the Amended Articles, and “Public Information”). Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, Memorandum and the Amended ArticlesPublic Information, on which Participant has relied upon in deciding to invest in the Offered Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Offered Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Offered Shares.
(c) The Offered Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale re-sell the Offered Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Offered Shares. Participant or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Participant to utilize the information made available to it in connection with the purchase of the Offered Shares to evaluate the merits and risks thereof and to make an informed investment decision.
(d) The Participant hereby acknowledges that the Offering has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. Participant acknowledges that the Offered Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Lawunder the securities laws of any state or other jurisdiction or any other regulatory authority, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended ArticlesRights Agreement, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Offered Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Offered Shares and of protecting its own interests;.
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed as indicated by the Participant’s responses to the questions contained in the Certificate of Accredited Investor Status, Status attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities ActAnnex A, and has executed that the Certificate Participant is able to bear the economic risk of Non U.S. Investor Status, attached hereto as Exhibit Ean investment in the Offered Shares.
(h) The Participant understands that the Company will review this Agreement and is hereby given authority by the Participant to call Participant’s bank or place of employment or otherwise review the financial standing of the Participant; and it is further agreed that the Company, at its sole discretion, reserves the unrestricted right, without further documentation or agreement on the part of the Participant, to reject or limit any subscription, to accept subscriptions for fractional Offered Shares and to close the Offering to the Participant at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to such Offered Shares.
(i) Participant understands that the Offered Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Offered Shares, or to utilize the Offered Shares as collateral for a loan. Participant must not purchase the Offered Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Offered Shares, combined with other investments of Participant, is reasonable in relation to its net worth.
(ij) Participant understands that the right to transfer the Offered Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Offered Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(jk) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Offered Shares, and have done so, to the extent Participant considers necessary.
(kl) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officersOfficers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.investment.
(lm) Participant acknowledges that some of the information in the Memorandum constitutes “material non-public information” within the meaning of Rule 10b-5 of the Exchange Act. Participant acknowledges and agrees that Participant is prohibited from any buying or selling of the Company’s securities on the basis of this material non-public information until after the information either becomes publicly available by the Company (such as in a Report on Form 8-K or in the Company’s 10-QSB) or ceases to be material, and in no event for at least thirty (30) days from the date hereof. Participant acknowledges that it is aware of the restrictions of applicable securities laws, including Regulation FD and Sections 9 and 10 of the Exchange Act and Rule 10b 5 under the Exchange Act, relating to the trading in securities of an issuer, including while in possession of material non public information regarding that issuer.
(n) All information which Participant has provided to the Company concerning Participant, including but not limited to, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.
(o) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
(p) The Participant hereby represents that the address of the Participant furnished by Participant on the signature page hereof is the Participant’s principal residence if Participant is an individual or its principal business address if it is a corporation or other entity.
(q) The Participant represents that the Participant has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Offered Shares. This Agreement constitutes the legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms.
(r) If the Participant is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. (s) The Participant acknowledges that if he or she is a Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such firm in Annex A below.
(t) The Participant acknowledges that at such time, if ever, as the Offered Shares are registered with the Securities Exchange Commission, sales of the Offered Shares will be subject to state securities laws.
(u) The Participant agrees not to issue any public statement with respect to the Participant’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.
Appears in 1 contract
Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has reviewed the Memorandum, the Articles, Memorandum and the Amended Articles, Company’s filings with the Securities and Exchange Commission (the “Public Information”). Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, Memorandum and the Amended ArticlesPublic Information, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to current or future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares.
(c) The Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale re-sell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. Participant or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Participant to utilize the information made available to it in connection with the purchase of the Shares to evaluate the merits and risks thereof and to make an informed investment decision.
(d) Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended Articles, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests;
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit E1.
(h) Participant understands that the Shares are illiquidilliquid and will not be registered under the Securities Act, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase purchase, and/or the loss of Participant’s entire investment in the Shares will cause it Participant no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its Participant’s net worth.
(i) Participant understands that the right to transfer the Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(j) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers appropriate and/or necessary.
(k) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officersOfficers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.investment
(l) All information which Participant has provided to the Company concerning Participant, its Participant’s financial position and its Participant’s knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth hereinherein and therein.
(m) Each Participant hereby: (i) acknowledges that it has received all the information it has requested from the Company and that Participant considers necessary or appropriate for deciding whether to acquire the Shares, (ii) represents that Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and to obtain any additional information necessary to verify the accuracy of the information given the Participant and (iii) further represents that Participant has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.
(n) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
Appears in 1 contract
Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has reviewed the Memorandum, the Articles, Memorandum and the Amended Articles, Company’s filings with the Securities and Exchange Commission (the “Public Information”). Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, Memorandum and the Amended ArticlesPublic Information, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares.
(c) The Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale re-sell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares.. Participant or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Participant to utilize the information made available to it in connection with the purchase of the Shares to evaluate the merits and risks thereof and to make an informed investment decision. ___________ Subscription Agreement Participant’s Initials Procera Networks, Inc.
(d) Participant acknowledges that the Shares and the shares underlying the Warrants have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription Subscription, the Warrant Agreement and the Amended ArticlesRights Agreement, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests;
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, Questionnaire attached hereto to the Memorandum as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit EA.
(h) Participant understands that the Shares and Warrants are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its net worth.
(i) Participant understands that the right to transfer the Shares and Warrants will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(j) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers necessary.
(k) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officersOfficers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 ___________ Subscription Agreement Participant’s Initials Pacific Energy Development Corp.Procera Networks, Inc.
(l) All information which Participant has provided to the Company concerning Participant, including but not limited to, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.
Appears in 1 contract
Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum, the Articles, Memorandum and the Amended ArticlesCertificate. Participant has reviewed the Memorandum, the Articles, Memorandum and the Amended ArticlesCertificate, and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, Memorandum and the Amended ArticlesCertificate, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers mergers, financial projections or anticipated operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares.. ___________ Participant’s Initials
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares.
(c) The Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale re-sell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares.
(d) Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended ArticlesCertificate, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests;.
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit EC.
(h) Participant understands that the Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its net worth.
(i) Participant understands that the right to transfer the Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(j) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers necessary.
(k) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.investment.
(l) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.. ___________ Participant’s Initials
Appears in 1 contract
Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has reviewed the Memorandum, the Articles, and the Amended Articles, and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participants also acknowledges that Participant has made the decision to invest in the Shares solely on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (the “Public Information”), and the such Public Information and Memorandum currently contain only limited financial data about the Company. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, and the Amended ArticlesPublic Information, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers mergers, financial projections or anticipated operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares.
(c) The Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale re-sell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares.
(d) Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended ArticlesSubscription, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests;.
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit EA.
(h) Participant understands that the Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its net worth.. ___________ Subscription Agreement Participant’s Initials 2 Trxade Group, Inc.
(i) Participant understands that the right to transfer the Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(j) Further, Participant is aware that the Company was previously a shell company, and therefore the exemption offered pursuant to Rule 144 is not currently available. Notwithstanding the foregoing, however, Participant is aware that because the Company has filed current “Form 10 information” with the Securities and Exchange Commission reflecting its status as an entity that is no longer a shell company, if (i) the Company remains subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; and (ii) if the Company has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months; then the Shares issued in connection with this Offering may be sold subject to Rule 144 (and applicable holding periods) and other applicable securities laws after one year has elapsed from the date that the Company file D “Form 10 information” with the Securities and Exchange Commission.
(k) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers necessary.
(kl) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.investment.
(lm) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.
(l) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. ___________ Subscription Agreement Participant’s Initials 3 Trxade Group, Inc.
Appears in 1 contract
Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has reviewed the Memorandum, the Articles, Memorandum and the Amended Articles, Company’s filings with the Securities and Exchange Commission (the “Public Information”). Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, Memorandum and the Amended ArticlesPublic Information, on which Participant has relied upon in deciding to invest in the Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Shares.
(c) The Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale re-sell the Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Shares. Participant or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Participant to utilize the information made available to it in connection with the purchase of the Shares to evaluate the merits and risks thereof and to make an informed investment decision.
(d) Participant acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended Articles, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares and of protecting its own interests;
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit EA.
(h) Participant understands that the Shares are illiquidilliquid and will not be registered under the Securities Act, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. Participant must not purchase the Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Participant, is reasonable in relation to its net worth.
(i) Participant understands that the right to transfer the Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(j) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent Participant considers necessary.
(k) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officersOfficers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.investment
(l) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.
(m) Each Participant hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the Shares, (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and to obtain any additional information necessary to verify the accuracy of the information given the Participant and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.
(n) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
Appears in 1 contract
Representations by Participant. In consideration of the Company’s potential acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:
(a) Prior to the time of purchase of any SharesSecurities, Participant received a copy of has had an opportunity to review the MemorandumCompany’s reports, schedules, forms, statements and other documents filed by it with the Articles, United States Securities and Exchange Commission (the Amended Articles. Participant has reviewed the Memorandum, the Articles, and the Amended Articles“SEC Reports”), and Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, SEC Reports and the Amended Articlesherein, on which Participant has relied upon in deciding to invest in the SharesSecurities, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the SharesSecurities.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the SharesSecurities.
(c) The Shares Securities are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale the SharesSecurities. No other person or entity will have any direct or indirect beneficial interest in, or right to, the SharesSecurities.
(d) Participant acknowledges that the Shares Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and disclosed in the Amended ArticlesSEC Reports, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Shares Securities under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Shares Securities and of protecting its own interests;
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit DB; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities Act, and has executed the Certificate of Non U.S. Investor Status, attached hereto as Exhibit EC
(h) Participant understands that the Shares Securities are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be is a very limited public market for them, and that Participant may not be able to sell or dispose of the SharesSecurities, or to utilize the Shares Securities as collateral for a loan. Participant must not purchase the Shares Securities unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the SharesSecurities, combined with other investments of Participant, is reasonable in relation to its net worth.
(i) Participant understands that the right to transfer the Shares Securities will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state or foreign securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares Securities unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(j) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the SharesSecurities, and have done so, to the extent Participant considers necessary.
(k) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officers, any other investors, nor the partners, shareholders, members, directors, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement Participant’s Initials Pacific Energy Development Corp.investment
(l) All information which Participant has provided to the Company concerning Participant, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.
Appears in 1 contract
Representations by Participant. In consideration of the Company’s acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:: Participant’s Initials Annex B-3 Wire Transfer Instructions Calpian, Inc.
(a) Prior to the time of purchase of any Offered Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has carefully reviewed this Agreement, the Memorandum, including all exhibits thereto, all reports, schedules, forms statements and other documents required to be filed thereunder and the ArticlesCompany’s filings with the Securities and Exchange Commission (the foregoing materials, together with the Agreement and the Memorandum, and any documents which may have been made available upon request as reflected therein, collectively referred to as the Amended Articles, and “Public Information”). Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s understanding of the terms thereof and of the Company’s business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, Memorandum and the Amended ArticlesPublic Information, on which Participant has relied upon in deciding to invest in the Offered Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Offered Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Offered Shares.
(c) The Offered Shares are being purchased for Participant’s own account for long-term investment and not with a view to immediately resale re-sell the Offered Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Offered Shares. Participant or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Participant to utilize the information made available to it in connection with the purchase of the Offered Shares to evaluate the merits and risks thereof and to make an informed investment decision.
(d) Participant hereby acknowledges that the Offering has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. Participant acknowledges that the Offered Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Lawunder the securities laws of any state or other jurisdiction or any other regulatory authority, or any other applicable blue sky laws, in reliance, in part, on Participant’s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended Articles, Participant represents, warrants and agrees that the Company and the officers of the Company (the “Company’s Officers”) are under no obligation to register or qualify the Offered Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Offered Shares and of protecting its own interests;.
(g) Participant represents that Participant is either: (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed as indicated by the Participant’s responses to the questions contained in the Certificate of Accredited Investor Status, Status attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities ActAnnex A, and has executed that the Certificate Participant is able to bear the economic risk of Non U.S. Investor Statusan investment in the Offered Shares. Participant’s Initials Annex B-4 Wire Transfer Instructions Calpian, attached hereto as Exhibit EInc.
(h) Participant understands that the Company will review this Agreement and is hereby given authority by the Participant to call Participant’s bank or place of employment or otherwise review the financial standing of the Participant; and it is further agreed that the Company, at its sole discretion, reserves the unrestricted right, without further documentation or agreement on the part of the Participant, to reject or limit any subscription, to accept subscriptions for fractional Offered Shares and to close the Offering to the Participant at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to such Offered Shares.
(i) Participant understands that the Offered Shares are illiquid, and until registered with the Securities Exchange CommissionSEC, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Offered Shares, or to utilize the Offered Shares as collateral for a loan. Participant must not purchase the Offered Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Offered Shares, combined with other investments of Participant, is reasonable in relation to its net worth.
(ij) Participant understands that the right to transfer the Offered Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Offered Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.
(jk) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Offered Shares, and have done so, to the extent Participant considers necessary.
(kl) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officersOfficers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 Subscription Agreement investment.
(m) Participant acknowledges that some of the information in the Memorandum constitutes “material non-public information” within the meaning of Rule 10b-5 of the Exchange Act. Participant acknowledges and agrees that Participant is prohibited from any buying or selling of the Company’s securities on the basis of this material non-public information until after the information either becomes publicly available by the Company (such as in a Report on Form 8-K or in the Company’s Form 10-K or Form 10-Q) or ceases to be material, and in no event for at least thirty (30) days from the date hereof. Participant acknowledges that it is aware of the restrictions of applicable securities laws, including Regulation FD and Sections 9 and 10 of the Exchange Act and Rule 10b-5 under the Exchange Act, relating to the trading in securities of an issuer, including while in possession of material non public information regarding that issuer. Participant’s Initials Pacific Energy Development Corp.Annex B-5 Wire Transfer Instructions Calpian, Inc.
(ln) All information which Participant has provided to the Company concerning Participant, including but not limited to, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein.
(o) Each certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITONS OF A CERTAIN LOCK-UP AGREEMENT BETWEEN THE CORPORATION AND THE HOLDER OF STOCK OF THE CORPORATION REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.
(p) The Participant hereby represents that the address of the Participant furnished by Participant on the signature page hereof is the Participant’s principal residence if Participant is an individual or its principal business address if it is a corporation or other entity.
(q) The Participant represents that the Participant has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Offered Shares. This Agreement constitutes the legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms.
(r) If the Participant is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.
(s) Participant acknowledges that if he or she is a Registered Representative of a FINRA member firm, he or she must give such firm the notice required by the FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm.
(t) Participant acknowledges that at such time, if ever, as the Offered Shares are registered with the SEC, sales of the Offered Shares will be subject to state securities laws.
(u) Participant agrees not to issue any public statement with respect to the Participant’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation. Participant’s Initials Annex B-6 Wire Transfer Instructions Calpian, Inc.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (Calpian, Inc.)
Representations by Participant. In consideration of the Company’s 's acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:: Common Stock Subscription Agreement Participant's Initials Exhibit A-3 TWL Corporation
(a) Prior to the time of purchase of any Offered Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has carefUlly reviewed this Agreement, the Memorandum, including all exhibits thereto, all reports, schedules, forms statements and other documents required to be filed thereunder and the ArticlesCompany's filings with the Securities and Exchange Commission (the foregoing materials, together with the Agreement and the Memorandum, and any documents which may have been made available upon request as reflected therein, collectively referred to as the Amended Articles, and "Public Information"). Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s Participant"s understanding of the terms thereof and of the Company’s 's business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, Memorandum and the Amended ArticlesPublic Information, on which Participant has relied upon in deciding to invest in the Offered Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Offered Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Offered Shares.
(c) The Offered Shares are being purchased for Participant’s 's own account for long-term investment and not with a view to immediately resale re-sell the Offered Shares. No other person or entity will have any direct or indirect beneficial indirectbeneficial interest in, or right to, the Offered Shares.. Participant or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Participant to utilize the information made available to it in connection with the purchase of the Offered Shares to evaluate the merits and risks thereof and to make an informed investment decision,
(d) The Participant hereby acknowledges that the Offering has not been reviewed by the United States Securities and Exchange Commission (the "SEC") nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. Participant acknowledges that the Offered Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Lawunder the securities laws of any state or other jurisdiction or any other regulatory authority, or any other applicable blue sky laws, in reliance, in part, on Participant’s Participant"s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended ArticlesRights Agreement, Participant represents, warrants and agrees that the Company and the officers of the Company (the “"Company’s 's Officers”") are under no obligation to register or qualify the Offered Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s Participant"s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Offered Shares and of protecting its own interests;.
(g) Participant represents that Participant is either: (i) an “"accredited investor” " within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed as indicated by the Participant's responses to the Common Stock Subscription Agreement Participant's Initials Exhibit A-4 TWL Corporation questions contained in the Certificate of Accredited Investor Status, Status attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities ActAnnex A, and has executed that the Certificate Participant is able to bear the economic risk of Non U.S. Investor Status, attached hereto as Exhibit Ean investment in the Offered Shares.
(h) The Participant understands that the Company will review this Agreement and is hereby given authority by the Participant to call Participant"s bank or place of employment or otherwise review the financial standing of the Participant; and it is further agreed that the Company, at its sole discretion, reserves the unrestricted right, without further documentation or agreement on the part of the Participant, to reject or limit any subscription, to accept subscriptions for fractional Offered Shares and to close the Offering to the Participant at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to such Offered Shares.
(i) Participant understands that the Offered Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Offered Shares, or to utilize the Offered Shares as collateral for a loan. Participant must not purchase the Offered Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Offered Shares, combined with other investments of Participant, is reasonable in relation to its net worth.
(ij) Participant understands that the right to transfer the Offered Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Offered Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, ; and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.,
(jk) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Offered Shares, and have done so, to the extent Participant considers necessary.,
(k1) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officersCompany"s Officers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 investment.
(m) Participant acknowledges that some of the information in the Memorandum constitutes "material non-public information" within the meaning of Rule 10b-5 of the Exchange Act. Participant acknowledges and agrees that Participant is prohibited from any buying or selling of the Company"s securities on the basis of this material non-public information until after the information either becomes publicly available by the Company (such as in a Report on Form 8-K or in the Company"s 10-QSB) or ceases to be material, and in no event for at least thirty (30) days from the date hereof. Participant acknowledges that it is aware of the restrictions of applicable securities laws, including Regulation Fl) and Sections 9 and 10 of the Exchange Act and Rule lOb-5 under the Exchange Act, relating to the trading in securities of an issuer, including while in possession of material non public information regarding that issuer. TWL Common Stock Subscription Agreement Participant’s 's Initials Pacific Energy Development Corp.Exhibit A-5 TWL Corporation
(ln) All information which Participant has provided to the Company concerning Participant, including but not limited to, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein, (o) Bach certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS. CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
(p) The Participant hereby represents that the address of the Participant ftirnished by Participant on the signature page hereof is the Participant's principal residence if Participant is an individual or its principal business address if it is a corporation or other entity.
(q) The Participant represents that the Participant has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Offered Shares. This Agreement constitutes the legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms,
(r) If the Participant is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.
(s) The Participant acknowledges that if he or she is a Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm in Annex A below.
(t) The Participant acknowledges that at such time, if ever, as the Offered Shares are registered with the Securities Exchange Commission, sales of the Offered Shares will be subject to state securities laws.
(u) The Participant agrees not to issue any public statement with respect to the Participant's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (Linden Asset Management, Inc.)
Representations by Participant. In consideration of the Company’s 's acceptance of the Subscription, Participant makes the following representations and warranties to the Company and to its principals, jointly and severally, which warranties and representations shall survive any acceptance of the Subscription by the Company:: ___________ Common Stock Subscription Agreement Participant's Initials Exhibit A-3 TWL Corporation
(a) Prior to the time of purchase of any Offered Shares, Participant received a copy of the Memorandum, the Articles, and the Amended Articles. Participant has carefUlly reviewed this Agreement, the Memorandum, including all exhibits thereto, all reports, schedules, forms statements and other documents required to be filed thereunder and the ArticlesCompany's filings with the Securities and Exchange Commission (the foregoing materials, together with the Agreement and the Memorandum, and any documents which may have been made available upon request as reflected therein, collectively referred to as the Amended Articles, and "Public Information"). Participant has had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Participant’s Participant"s understanding of the terms thereof and of the Company’s 's business and status thereof. Participant acknowledges that no officer, director, broker-dealer, placement agent, finder or other person affiliated with the Company has given Participant any information or made any representations, oral or written, other than as provided in the Memorandum, the Articles, Memorandum and the Amended ArticlesPublic Information, on which Participant has relied upon in deciding to invest in the Offered Shares, including without limitation, any information with respect to future acquisitions, mergers or operations of the Company or the economic returns which may accrue as a result of the purchase of the Offered Shares.
(b) Participant acknowledges that Participant has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the Offered Shares.
(c) The Offered Shares are being purchased for Participant’s 's own account for long-term investment and not with a view to immediately resale re-sell the Offered Shares. No other person or entity will have any direct or indirect beneficial interest in, or right to, the Offered Shares.. Participant or its agents or investment advisors have such knowledge and experience in financial and business matters that will enable Participant to utilize the information made available to it in connection with the purchase of the Offered Shares to evaluate the merits and risks thereof and to make an informed investment decision,
(d) The Participant hereby acknowledges that the Offering has not been reviewed by the United States Securities and Exchange Commission (the "SEC") nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Regulation D. Participant acknowledges that the Offered Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Lawunder the securities laws of any state or other jurisdiction or any other regulatory authority, or any other applicable blue sky laws, in reliance, in part, on Participant’s Participant"s representations, warranties and agreements made herein. Participant’s Initials 2 Pacific Energy Development Corp..
(e) Other than the rights specifically set forth in this Subscription and the Amended ArticlesRights Agreement, Participant represents, warrants and agrees that the Company and the officers of the Company (the “"Company’s 's Officers”") are under no obligation to register or qualify the Offered Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification.
(f) Participant represents that Participant meets the criteria for participation because: (i) Participant has a pre-existing preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons; or (ii) by reason of Participant’s Participant"s business or financial experience, or by reason of the business or financial experience of its financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Participant is capable of evaluating the risk and merits of an investment in the Offered Shares and of protecting its own interests;.
(g) Participant represents that Participant is either: (i) an “"accredited investor” " within the meaning of Rule 501 of Regulation D under the Securities Act and Participant has executed as indicated by the Participant's responses to the Common Stock Subscription Agreement Participant's Initials Exhibit A-4 TWL Corporation questions contained in the Certificate of Accredited Investor Status, Status attached hereto as Exhibit D; or (ii) a non-U.S. Person for purposes of compliance with Regulation S promulgated under the Securities ActAnnex A, and has executed that the Certificate Participant is able to bear the economic risk of Non U.S. Investor Status, attached hereto as Exhibit Ean investment in the Offered Shares.
(h) The Participant understands that the Company will review this Agreement and is hereby given authority by the Participant to call Participant"s bank or place of employment or otherwise review the financial standing of the Participant; and it is further agreed that the Company, at its sole discretion, reserves the unrestricted right, without further documentation or agreement on the part of the Participant, to reject or limit any subscription, to accept subscriptions for fractional Offered Shares and to close the Offering to the Participant at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to such Offered Shares.
(i) Participant understands that the Offered Shares are illiquid, and until registered with the Securities Exchange Commission, or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them, and that Participant may not be able to sell or dispose of the Offered Shares, or to utilize the Offered Shares as collateral for a loan. Participant must not purchase the Offered Shares unless Participant has liquid assets sufficient to assure Participant that such purchase will cause it no undue financial difficulties, and that Participant can still provide for current and possible personal contingencies, and that the commitment herein for the Offered Shares, combined with other investments of Participant, is reasonable in relation to its net worth.
(ij) Participant understands that the right to transfer the Offered Shares will be restricted unless the transfer is not in violation of the Securities Act, the California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Offered Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant, ; and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer.,
(jk) Participant has been advised to consult with its own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Offered Shares, and have done so, to the extent Participant considers necessary.,
(k1) Participant acknowledges that the tax consequences of investing in the Company will depend on particular circumstances, and neither the Company, the Company’s officersCompany"s Officers, any other investors, nor the partners, shareholders, members, directorsmanagers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Participant of an investment in the Company. Participant will look solely to and rely upon its own advisers with respect to the tax consequences of this investment 3 investment.
(m) Participant acknowledges that some of the information in the Memorandum constitutes "material non-public information" within the meaning of Rule I Ob-5 of the Exchange Act. Participant acknowledges and agrees that Participant is prohibited from any buying or selling of the Company"s securities on the basis of this material non-public information until after the information either becomes publicly available by the Company (such as in a Report on Form 8-K or in the Company"s 10-QSB) or ceases to be material, and in no event for at least thirty (30) days from the date hereof. Participant acknowledges that it is aware of the restrictions of applicable securities laws, including Regulation Fl) and Sections 9 and 10 of the Exchange Act and Rule lOb 5 under the Exchange Act, relating to the trading in securities of an issuer, including while in possession of material non public information regarding that issuer. TWL Common Stock Subscription Agreement Participant’s 's Initials Pacific Energy Development Corp.Exhibit A-5 TWL Corporation
(ln) All information which Participant has provided to the Company concerning Participant, including but not limited to, its financial position and its knowledge of financial and business matters, and any information found in the Certificate of Accredited Investor Status, is truthful, accurate, correct, and complete as of the date set forth herein, (o) Bach certificate or instrument representing securities issuable pursuant to this Agreement will be endorsed with the following legend: THE SECURITIES EVIDENCED BY THIS. CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
(p) The Participant hereby represents that the address of the Participant ftirnished by Participant on the signature page hereof is the Participant"s principal residence if Participant is an individual or its principal business address if it is a corporation or other entity.
(q) The Participant represents that the Participant has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Offered Shares. This Agreement constitutes the legal, valid and binding obligation of the Participant, enforceable against the Participant in accordance with its terms,
(r) If the Participant is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.
(s) The Participant acknowledges that if he or she is a Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD"s Rules of Fair Practice, receipt of which must be acknowledged by such firm in Annex A below.
(t) The Participant acknowledges that at such time, if ever, as the Offered Shares are registered with the Securities Exchange Commission, sales of the Offered Shares will be subject to state securities laws.
(u) The Participant agrees not to issue any public statement with respect to the Participant"s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company"s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.
Appears in 1 contract
Samples: Common Stock Subscription Agreement (Linden Asset Management, Inc.)
