Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber acknowledges the public availability of the Company’s current prospectus which can be viewed on the SEC Exxxx Database, under the CIK number 0001686164. This prospectus is made available in the Company’s most recent S-1 Registration Statement deemed effective on _______, 2017. In this prospectus it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described.
3.2 All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
3.3 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (a) this Subscription Agreement; (b) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all of the Company’s XXXXX filings; and (d) written or verbal answers to all questions the Subscriber submitted to the Company regarding an investment in the Company.
3.2 Such Subscriber understands that an investment in the Shares involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereof, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such Subscriber (i) is a citizen or resident of the United States of America, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquid...
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
a. Such Subscriber acknowledges the public availability of the Company's current prospectus. This prospectus is made available in the Company's most recent S-1 Registration Statement deemed effective on _______, 2016. In this prospectus it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described.
b. All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
c. If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Representations of Subscriber. In connection with the purchase of the Shares, the Subscriber hereby represents and warrants to the Company as follows:
a. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”).
b. The Shares are being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Shares for investment and without the intent of participating, directly or indirectly, in a distribution of the Shares and not with a view to, or for a resale in connection with, any distribution of the Shares or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities. Furthermore, the undersigned has no present intention of dividing such Shares with others or reselling or otherwise disposing of any portion of such Shares, either currently or after the passage of a fixed or predeterminable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance.
c. The Subscriber has no need for liquidity with respect to his purchase of the Shares and is able to bear the economic risk of an investment in the Shares for an indefinite period of time and is further able to afford a complete loss of such investment.
d. The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth.
e. The Subscriber recognizes that the Shares will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale.
f. The Subscriber is aware that any resale of the Shares cannot be made except in accordance with the registration requirements of the Act or an exemption therefrom.
g. The Subscriber represents and warrants that all offers and sales of the Shares shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the Shares.
h. The Subscriber is not acquiring the Shares based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Shares but rather upon an independent examination and judgment as to the prospects of the Company.
i. The Subscriber understands that the Company has had a limi...
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber has received a current Prospectus in which the terms and conditions of the offering of Common Stock and the risks associated therewith are described.
3.2 All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
3.3 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Representations of Subscriber. By executing this Agreement, Subscriber represents, warrants, acknowledges and agrees as follows:
4.1. Subscriber is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
4.2. The execution, delivery and performance by the Subscriber of this Agreement have been duly authorized by all necessary action of the Subscriber and do not and will not (a) violate any of the organizational documents of the Subscriber, (b) violate any provision of any law or any governmental rule or regulation applicable to the Subscriber, or any order, judgment or decree of any court or other governmental authority binding on the Subscriber; or (c) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any instrument, agreement, contract or other obligation of the Subscriber, except, in the case of any such violation, conflict, breach or default under clauses (b) and (c), as would result be reasonably expected to result in a material adverse effect on the Subscriber’s ability to consummate the transactions contemplated hereby.
4.3. This Agreement has been duly executed and delivered by the Subscriber, has been duly authorized and approved by all necessary action, and, assuming the due execution and delivery by the Company, constitutes a legally valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except for the public policy limitations on the enforceability of indemnification provisions for violations of the federal securities laws.
4.4. In making its decision to purchase the Shares, Subscriber represents that is has conducted and completed its own due diligence and has independently made its own analysis and decision with respect to the Offering. Subscriber acknowledges that it believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Subscriber further represents that through its representatives it has had an opportunity to ask questions and receive answers from the Company regarding the terms and con...
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
a. Such Subscriber acknowledges the public availability of the Company’s current prospectus.
b. All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
c. If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Representations of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents, which representations are accurate and complete in all material respects as of the date of the Subscriber’s respective Closing Date(s):
Representations of Subscriber. Subscriber represents and warrants that, as of the date first set forth above, Subscriber is a real estate licensee or an appraiser licensed or certified by the State of Arizona, who is affiliated with an ARMLS® Participant who is in good standing with an Association, and Subscriber will continue in such capacity at all times while this Agreement is in effect. If Subscriber, at any time during the term of this Agreement, is no longer affiliated with an ARMLS® Participant in good standing, Subscriber agrees to notify Subscriber’s Association and ARMLS® within five (5) days of separation.
Representations of Subscriber. As an inducement to you to sell me the Shares for which I have subscribed, I hereby represent to you as follows (either in my individual capacity or as an authorized representative of an entity, as applicable), on the understanding that those representations will survive receipt (or the receipt by such entity) of the Shares:
(1) if an individual, I am a bona fide resident of the state set forth on the last page of this agreement, over 21 years of age, and legally competent to execute this agreement; if an entity, the person executing this agreement on my behalf represents that I am duly organized under the laws of the state set forth on the last page of this agreement, I am validly existing, and I have full power and authority to execute this agreement, which will then be my legal, valid and binding agreement;
(2) I have gone to the Securities and Exchange Commission website (xxx.xxx.xxx) and carefully reviewed the Company's Quarterly Report on Form 10-QSB, dated as of September 30, 2005, the Proxy Statement, dated as of July 1, 2005, each of the Company's Form 8-K filings made during the calendar year 2005 and the Annual Report on Form 10-KSB, as of February 28, 2005; any and all exhibits with respect to such filings, along with all of the Company's other publicly-filed and available disclosure documents (the "34 ACT FILINGS");
(3) I have been furnished and have read all written materials provided by you relating to you, your proposed operations, the private offering of Shares (including without limitation the "RISK FACTORS", which are attached hereto as Exhibit B) and any other matters relating to this private offering (all such materials, including without limitation the 34 Act Filings, hereinafter collectively called the "OFFERING MATERIALS") which have been requested; you have answered all inquiries that I have put to you relating thereto; and I have been afforded the opportunity to obtain any additional information, to the extent you possessed such information or were able to acquire it without unreasonable effort or expense, necessary (A) to verify the accuracy of the information set forth in the Offering Materials; and (B) to evaluate the merits and risks of purchasing the Shares;
(4) I have carefully reviewed and understand the various risks of an investment in the Shares and have made such independent investigation and evaluation of the statements made in the Offering Materials and all other written materials provided to me by you with respect to...
