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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. 3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company. 3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him. 3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects. 3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision. 3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber. 3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so. 3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 5 contracts
Samples: Subscription Agreement (Santaro Interactive Entertainment Co), Subscription Agreement (Santaro Interactive Entertainment Co), Subscription Agreement (Santaro Interactive Entertainment Co)
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 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; and (c) all of the Company’s XXXXX filings; and written (dor verbal) written or verbal answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Shares being purchased hereunder have been offered pursuant to Regulation D, Section 506 and Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Act”) and have not been registered under the laws of certain states, and are being offered and sold in reliance upon exemptions from the registration provisions of such laws; (ii) Subscriber cannot sell the Shares unless they are registered under any applicable federal or state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Shares, stating that such securities have not been registered under any federal or state securities laws and setting forth or referring to the restrictions on transferability and sales of the securities; (iv) the Company will place stop transfer instructions against the securities and the certificates for the securities to restrict the transfer thereof; and (v) the Company has no obligations to register the securities or assist the Subscriber in obtaining an exemption from the Securities and Exchange commission or from the various state registration requirements except as set forth herein or therein. Subscriber agrees not to resell the Shares without compliance with the terms of this Subscription Agreement and any applicable federal or state securities laws.
3.3 Such Subscriber agrees not to sell or otherwise transfer the Subscriber’s Shares unless and until they are subsequently registered under any applicable federal or state securities laws or unless an exemption from any such registration is available.
3.4 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 3.5 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 3.6 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 3.7 Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act offering contemplated hereby has not been reviewed by any federal or state governmental body or agency due in part to the Company’s representations that it will comply with the provisions of 1933, as amended (the "Securities Act"), and Regulation D; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) the documents used in compliance connection with their administration and enforcement this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness 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;Shares for investment.
3.6 3.8 Such Subscriber is aware that the Shares have not been registered under the Act and that no active market exists for the Sharestherefor. 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 3.9 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.,
Appears in 5 contracts
Samples: Securities Subscription Agreement (BorrowMoney.com, Inc.), Securities Subscription Agreement (BorrowMoney.com, Inc.), Securities Subscription Agreement (BorrowMoney.com, Inc.)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations The undersigned hereby represents and warranties to the Company, with the intent and understanding that the Company will rely thereonwarrants as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (a) this Subscription Agreement; The undersigned has received and read the Company’s business plan and power point presentation (the “Offering Materials”), together with additional information and documentation provided pursuant thereto, including information furnished on his request. The undersigned understands and acknowledges that such information contains certain forward- looking statements and information relating to the Company that are based on the beliefs of management, as well as assumptions made by and information currently available to management, and that when used in the offering information, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions, as they relate to the Company and its management, are intended to identify forward-looking statements. The undersigned understands and acknowledges that these statements reflect the current view of the Company respecting future events and are subject to certain risks, uncertainties, and assumptions, including the risks and uncertainties noted, and that, should one or more of such risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Offering Materials as anticipated, believed, estimated, expected, and intended. The undersigned understands the risks associated with a business enterprise with no revenue and limited capitalization in a highly competitive business characterized by rapid technological change.
(b) all information necessary to verify the accuracy and completeness of The undersigned has had sufficient interactions with the Company’s representationsmanagement and has been provided with supporting documentation, warranties if requested, which he has read and covenants understands, in order to make an informed investment decision. The undersigned is basing his decision to invest solely on the information provided and has not relied on any other representations made herein; by the Company and its affiliates.
(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 The undersigned understands that an investment in a Convertible Note is speculative and involves numerous significant risks, the Shares involves substantial risks and Subscriber recognizes occurrence of any one of which could result in the loss of his entire investment. The undersigned is fully cognizant of, and understands all of, the risks relating to the a purchase of a Convertible Note, including those risks set forth in the SharesOffering Materials.
3.3 Such Subscriber has(d) The undersigned understands that the Company is in the process of raising up to $5,000,000 for the purposes set forth in the Offering Materials and for general working capital.
(e) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to his individual net worth, and his investment in a Convertible Note will not cause his overall commitment to become excessive.
(f) The undersigned has adequate means of providing for his financial requirements, both current and anticipated, and has no need for liquidity in an investment in a Convertible Note.
(g) The undersigned was at no time solicited by any leaflet, public promotional meeting, circular, newspaper and magazine article, internet contact, radio and television advertisement, and any other form of general advertising and solicitation in connection with the offer, sale, and purchase of a Convertible Note through this Agreement.
(h) The undersigned can bear and is willing to accept the economic risk of losing his entire investment.
(i) The undersigned is acquiring a Convertible Note for his own account and for investment purposes only and has no present intention, agreement, and arrangement for the distribution, transfer, assignment, resale, and subdivision of a Convertible Note or of the Common Stock, either alone currently or together with after the Subscriber’s Purchaser Representative passage of a fixed or determinable period or on the occurrence or nonoccurrence of any predetermined event and circumstance.
(as that term is defined in Regulation D under the Act), j) The undersigned has such knowledge and experience in financial and business matters that the Subscriber he is capable of evaluating the Company, the proposed activities thereof, and the risks and merits of investing in a Convertible Note and is not using a purchaser representative (as defined in Regulation D) in connection with the evaluation of such risks and merits, or the undersigned and his purchaser representatives listed below, together, have such knowledge and experience in financial and business matters that they are capable of an investment in evaluating the Company, the proposed activities thereof, and the risks and merits of investing in a Convertible Note.
3.4 Such Subscriber(k) If a resident of the United States, the undersigned is a resident of the state set forth on the signature page of this Agreement and has a principal residence within such state, maintains a driver’s investment license and voter registration only within such state, pays income taxes (when applicable) only to such state, and intends to remain a citizen of such state for the foreseeable future, or if the undersigned cannot make this representation, his reason is satisfactory to the Company, in its sole and absolute discretion.
(l) The undersigned is an “accredited investor” as defined under Rule 501 of Regulation D of the Securities Act, as summarized in Exhibit “A”.
(m) The undersigned understands the offering has not been registered under the Securities Act and applicable state and other securities laws, that the Convertible Notes are subject to significant restrictions on transfer under such securities laws, and that the undersigned cannot sell, distribute, and otherwise transfer the Convertible Note or the Common Stock unless the Convertible Note or Common Stock is registered under the Securities Act and applicable state and other securities laws or unless an exemption from registration is available. The undersigned may, therefore, be required to hold the Convertible Note until maturity and, if converted, the Common Stock for an indefinite period.
(n) The undersigned acknowledges that neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of purchasing the Convertible Notes.
(o) All information that the undersigned has provided to the Company and its agents and representatives concerning his suitability to invest 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 1933complete, as amended (the "Securities Act")accurate, 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closingthe signature on the last page of this Agreement, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other including information concerning his personal financial affairs and business position and the Subscriber knowledge and experience of the undersigned and his advisers.
(p) The undersigned acknowledges that this Agreement may be disclosed by the Company to any persons accepted or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscriptionrejected, in whole or in part. The , by the Company will notify and that, to the Subscriber whether this extent the subscription is accepted or rejected. If such subscription is may be rejected, the accompanying subscription payment will be returned to the Subscriberrefunded without payment of interest and without deduction of expenses.
3.13 If (q) The undersigned acknowledges and agrees that no portion of the Subscriber is Offering Materials may be reproduced and redistributed, except to his advisers, without the Company’s prior written consent, which consent may be withheld and conditioned in the Company’s sole discretion. The undersigned will not, without the Company’s prior written permission and consent, use any of the information in the Offering Materials for any purpose whatsoever other than evaluating a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose potential purchase of purchasing the Shares and is not prohibited from doing soa Convertible Note.
3.14 If (r) Neither the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or undersigned nor any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs his affiliates will effect any transactions in the purchase Convertible Note or Common Stock while in possession of the Shares and agrees to be bound by the obligationsmaterial, representations, warranties and covenants contained herein. Upon request of nonpublic information regarding 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.
Appears in 3 contracts
Samples: Contractual Investment Agreement (Alpha Energy Inc), Contractual Investment Agreement (Alpha Energy Inc), Contractual Investment Agreement (Alpha Energy Inc)
Representations of Subscriber. By 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 the entity is duly organized under the laws of the state set forth on the last page of this Agreement, the Subscriber makes entity is 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 been furnished and have read all written materials provided by you relating to you, your proposed operations, the following representationsprivate offering of the Shares and any other matters relating to this private offering (all such materials, declarations including the Company’s private placement memorandum hereinafter collectively called the “offering materials”) which have been requested; you have answered all inquiries that I have put to you relating thereto; and warranties I have been afforded the opportunity to obtain any additional information, to the Companyextent you possessed such information or were able to acquire it without unreasonable effort or expense, 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 necessary (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 information set forth in the Company’s XXXXX filingsoffering materials; and (db) 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 evaluate the merits and risks of purchasing the Shares;
(3) I have carefully reviewed and understand the various risks of an investment in the Company.
3.4 Such Subscriber’s investment Shares and have made such independent investigation and evaluation of all written materials provided to me by you with respect to your financial condition, properties, business and prospects as I deem necessary to make an informed decision to purchase the Shares; my decision to purchase the Shares has been made on the basis of such investigation and evaluation; in making such decision I have relied exclusively on the written statements with respect to any such matters or otherwise with respect to you which are contained in the offering materials, and which have been independently investigated and evaluated by me;
(4) I have completed the confidential prospective purchaser questionnaire; I confirm the statements made therein are true on the date hereof, and I acknowledge that the statements and representations made by me therein and in this Agreement have been relied upon by you in offering to sell the Shares to me; I further agree to indemnify and hold harmless the Company is and its respective officers, directors and stockholders, from any and all damages, losses, costs and expenses (including reasonable in relation attorneys’ fees) that they may incur, by reason of any breach of any of the statements or representations made by me contained herein or therein;
(5) I acknowledge that although you may effect a public offering of your common stock, no assurances have been given to his net worth and financial needs and he is me that any such offering will ever take place.;
(6) I realize that I will not be able to bear the economic risk of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale resell readily any of the Shares hereunder is purchased under this Agreement because none of the Shares have been registered under (i) the Securities Act of 1933, as amended (the "Securities “Act"”), or any state securities laws, and, therefore, those securities can be sold only if they are subsequently registered under the Act or an exemption from registration is available;
(7) I understand that you have the absolute right to refuse to consent to transfer or assignment of any securities if that transfer or assignment does not comply with applicable state and federal securities laws;
(ii8) I understand that this offering is intended to be a non-public offering in accordance with section 4(a)(2) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws Act and Regulations. In accordance therewith and in furtherance thereofRegulation D promulgated under the Act (“Regulation D”), 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 aspect of this offering 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 been reviewed by the United States Securities and Exchange Commission or the securities regulatory authorities of Americaany state and that none of the offering materials nor any other written materials furnished by you and used in connection with this offering has been reviewed by any federal or state securities regulatory bodies or authorities;
(9) The Shares are being purchased for my own account, for investment, and not with a view to distribution or resale to others; I am not participating, directly or indirectly in an underwriting of any such distribution or other transfer; I do not now have reason to anticipate any change in my circumstances or any other particular occasion or event which would cause me to sell the Shares (iior the components thereof); I have substantial experience in making decisions of this type or am relying on my own qualified advisor in making the investment decision; and I understand that you are relying upon the truth and accuracy of this representation and warranty;
(10) is at least 21 years of age, (iii) Neither you nor any person acting on your behalf has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment made any representations to me except as contained in the Sharesoffering materials; and in making my decision to purchase the Shares I have subscribed for, I have not relied on any representations or information other than those which I have independently investigated and verified to my satisfaction;
(v11) maintains his domicile I understand that this subscription may be accepted or rejected, in whole or in part, by you in your sole and absolute discretion;
(and 12) All the information that I heretofore furnished to you, or that is not a transient set forth in this Agreement or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriberrelated prospective purchaser questionnaire, the Subscriber’s with respect to my financial position and the Subscriber’s knowledge of financial and business matters, experience is correct and complete as of the date hereof and as of the date of Closingthis Agreement, and if there should be any material change in such that information prior to receipt of the ClosingShares that I subscribe for, the Subscriber I will immediately provide furnish you with revised or corrected information;
(13) I represent that I am currently, and agree to notify you immediately in writing if I cease to be, an “accredited investor” within the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company meaning of Rule 501(a) of Regulation D;
(14) I am not subject to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision “bad actor” disqualifying event described in connection with his purchase of securities Rule 506(d)(1)(i)-(viii) of the Company; that Act;
(15) I am able to bear the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or substantial economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks risk of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company Shares and currently can afford a complete loss of that investment; my overall commitment in investments that are not readily marketable is consistent with the Subscriber’s investment objectives and income prospects.reasonable in relation to my net worth; and
3.11 Such Subscriber acknowledges that the Company has made available to him(16) If an entity, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has I have not been organized for the specific purpose of purchasing acquiring the Shares and is not prohibited from doing sobeing offered.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 2 contracts
Samples: Subscription Agreement (Cadrenal Therapeutics, Inc.), Subscription Agreement (Cadrenal Therapeutics, Inc.)
Representations of Subscriber. By executing To induce the Company to accept this offer, Subscriber represents and warrants as follows:
(a) Subscriber agrees that Subscriber may not sell or otherwise transfer all or any interest in the Shares except as expressly provided in this Agreement, .
(b) Subscriber understands that the Company must comply with the securities laws of the jurisdiction in which the Subscriber makes is domiciled. Subscriber therefore represents and warrants to the following representationsCompany as follows:
(i) Subscriber represents and warrants that it was not organized, declarations either directly or indirectly, for the specific purpose of acquiring the Shares and warranties to that it has acquired such Shares for its own account and not for the personal accounts of its shareholders.
(ii) Subscriber realizes that purchase of the Shares is a speculative investment involving a high degree of risk, including but not limited the risk of economic losses from operations of the Company, with the intent and understanding that the economic benefits, if any, which may be derived from the purchase of the Shares are uncertain. In determining whether or not to make an investment in the Company, Subscriber has relied solely upon independent investigations made by Subscriber or its representatives.
(iii) Subscriber has had full opportunity to conduct, and has conducted, a complete and thorough due diligence investigation of the Company, and such opportunity has been made available to the Subscriber's professional representative(s), to ask questions of and receive answers from representatives of the Company will rely thereon:
3.1 Such Subscriber acknowledges that he has receivedconcerning the Company and its financial condition and prospects, carefully read and understands in their entirety (a) this Subscription Agreement; (b) all as well as to obtain additional information necessary to verify the accuracy and completeness of the written materials provided to Subscriber and its representatives by the Company’s representations.
(iv) Subscriber understands that the Shares have not been registered under the Securities Act of 1933, warranties as amended (the “Act”), or any state securities laws, in reliance on exemptions from registration which depend, in part on the Subscriber's investment intention; and, accordingly, the truth and covenants made herein; (c) all accuracy of the foregoing representations will be relied upon by the Company to establish such exemptions. Subscriber acknowledges that the Company is not required to recognize any transfer of the Shares unless, in the opinion of counsel to the Company’s XXXXX filings; , such transfer would not result in a violation of any federal or state law regarding the offer and sale of Shares and has the capacity to protect its own interests.
(dv) written or verbal answers Subscriber agrees to all questions the placing on the certificates representing the Shares of legends, in substantially the following form, referring to the restrictions set forth in the following paragraph:
(vi) Subscriber is aware that there are restrictions on the transferability of the Shares, that there is no market for the Shares, and that it is possible that such a market will never develop. Accordingly, it is unlikely that the Subscriber submitted will be able to the Company regarding liquidate an investment in the CompanyCompany in case of an emergency or for any other reason.
3.2 Such Subscriber understands (vii) Subscriber's commitment to investments that are not readily marketable is not disproportionate to its net worth, and an investment in the Shares involves substantial risks will not cause such commitment to become excessive. Subscriber has adequate means of providing for its current needs and Subscriber recognizes contingencies and understands the risks relating has no need for liquidity with respect to the purchase of its investment in the Shares.
3.3 Such , and can withstand a complete loss of its investment. Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act)a purchaser representative, 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 2 contracts
Samples: Subscription Agreement (Detectek Inc), Subscription Agreement (Boxceipts.com, Inc.)
Representations of Subscriber. By executing Subscriber hereby represents and warrants to Company as follows:
a. Subscriber is familiar with the Company and has relied only on the information provided to Subscriber in writing by the Company. Subscriber understands that all documents pertaining to this Agreementinvestment have been made available for inspection by Subscriber, Subscriber’s attorney and/or accountant and/or financial advisor. Subscriber and/or Subscriber’s advisor(s) have had a reasonable opportunity to ask questions and receive answers from the Company concerning the terms and conditions of the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable expense or effort. All such questions have been answered to the full satisfaction of Subscriber. No oral representations have been made or oral information furnished to the Subscriber makes or Subscriber’s advisor(s) in connection with the following Offering of Common Stock.
b. Subscriber is acquiring the Note for Subscriber’s own account, for investment, and not with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Act”) or under any state securities laws, as may be applicable. Subscriber understands that the Note has not been registered by the Company under the Act in reliance upon the offering exemptions contained in Rule 504 of Regulation Adopted under the Act and Section 4(a)(2) of the Act and that such reliance is based in part upon these representations. Subscriber further understands that the Common Stock has not been qualified under any applicable state securities laws and that such reliance is based in part upon these representations. Subscriber understands that the newly issued Note must be held indefinitely unless they are subsequently registered and qualified (which the Company is not obligated to do and has no present intention of doing) or an exemption from registration or qualification is available under the Act and applicable state securities laws.
c. Subscriber understands that the sale of the Note has not been endorsed, recommended or reviewed by any Federal or State agency or office.
d. Subscriber has decided to subscribe to purchase the Note solely on Subscriber’s own independent investigation and evaluation of the planned operations of the Company and has relied on no oral statements, representations, declarations and or warranties as to the Company, with the intent and understanding that operation of the Company will rely thereon:or the quality of Subscriber’s investment.
3.1 Such e. Subscriber acknowledges that he has received, carefully read is knowledgeable and understands in their entirety (a) this Subscription Agreement; (b) all information necessary experienced with respect to verify investment matters such as 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 proposed 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), has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the risks and merits and risks of the prospective investment in the Note.
f. Subscriber is aware that an investment in the Company.
3.4 Such Note is sufficiently speculative that Subscriber could lose Subscriber’s entire investment in the Company and that Subscriber’s financial condition is reasonable in relation to his net worth and financial needs and he such that Subscriber is able to bear the economic risks of investment in the Common Stock including risk of losing his loss of Subscriber’s entire investment in the SharesCommon Stock should the Note become worthless.
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 g. Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing for the based on Subscriber’s current needs investment experience 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 Subscriber’s own independent investigation an evaluation 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities planned operations of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained hereinNote involves a high degree of risk. Upon request Subscriber hereby acknowledges that Subscriber is aware of the Company, nature of these risks and has nonetheless decided to subscribe for 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 purchase of the foregoingNote.
Appears in 2 contracts
Samples: Subscription Agreement (Revelstone Capital Acquisition Corp.), Subscription Agreement (Revelstone Capital Acquisition Corp.)
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 all requisite power and authority to enter into this Agreement and to carry out the provisions hereof.
3.2 Subscriber represents that Subscriber satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) (a copy of such definition is set forth in Appendix A attached hereto).
3.3 Subscriber understands that (i) the Shares (the “Securities”) have not been registered under the Securities Act or any applicable state securities law; (ii) Subscriber cannot sell any Securities unless they are registered under the Securities Act and any applicable state or foreign securities laws or unless exemptions from such registration requirements are available, (iii) a legend will be placed on the certificates evidencing the Securities stating that the Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales thereof, (iv) the Company will place stop transfer instructions against the Securities, and (v) the Company has no obligation to register the Securities or assist Subscriber in obtaining an exemption from the various registration requirements.
3.4 Subscriber (i) is acquiring the Securities solely for Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities, to any other person; and (iii) agrees not to sell, assign, encumber or transfer all or any part of the Securities (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members) until such securities are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available as evidenced by an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (i) may be effected without registration of the Securities under the Securities Act; and (ii) does not violate any applicable Federal or state securities laws.
3.5 Subscriber represents that the Company has made available to Subscriber all information which Subscriber deemed material to making an informed investment decision in connection with his, her or its purchase of the Securities. Subscriber acknowledges that he Subscriber has received, received and carefully read and understands in their entirety (ai) this Subscription Agreement; (b) , and all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (cii) all of a prospectus for the Company’s XXXXX filings; , dated _________, , and (diii) written (or verbal 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 has relied on the signature page hereof, the Subscriber information contained therein and has no present intention of becoming a resident of not been furnished with any other state documents, offering literature, memorandum or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Sharesprospectus. 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ________________, President and Chief Executive Officer of the Company, concerning the terms and conditions of Subscriber’s purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to himSubscriber.
3.6 Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables the Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment.
3.7 Subscriber understands that an investment in the Securities involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the Securities.
3.8 Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.9 Subscriber understands that (i) the offering contemplated hereby has not been reviewed by any Federal, state or other governmental body or agency; (ii) if required by the laws or regulations of said state(s) or other jurisdiction the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) or other jurisdiction for registration or exemption therefrom; and (iii) subscription documents used in connection with this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the Shares for investment.
3.10 Such Subscriber is aware no market exists for the Shares and that none may develop. Subscriber has adequate means of providing for 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, her or its entire investment.
3.11 Subscriber (i) is a citizen or resident of the state of residence shown on the Agreement’s Subscriber Signature Page; (ii) if a natural person, is at least 21 years of age; (iii) has adequate means of providing for his or its current needs and personal contingencies; (iv) has no need for liquidity in his, her or its investment in the Securities; and (v) maintains his, her or its domicile (and is not a transient or temporary resident) at the address shown below.
3.12 All information that Subscriber has provided the Company concerning Subscriber, Subscriber's financial position and Subscriber's knowledge of financial and business matters is correct and complete as of the date hereof. The Subscriber agrees that financial and other information concerning Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning Subscriber's financial information as may be reasonably requested by the Company.
3.13 Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and recognizes and understands all of the risks relating to the purchase of the Securities and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, determined that an investment in the Company is consistent with the Subscriber’s 's investment objectives and income prospects.
3.11 Such 3.14 Subscriber acknowledges understands that the Company has made total amount of funds tendered to purchase the Securities are unsecured and are placed at the risk of the business and may be completely lost.
3.15 Subscriber’s overall commitment to investments, including Subscriber’s investment in the Company, which are not readily marketable, is not disproportionate to Subscriber’s net worth, and Subscriber’s investment in the securities described herein will not cause such overall commitment to become excessive. Subscriber understands that the statutory basis on which such Securities are being offered, sold and/or issued to the Subscriber would not be available if Subscriber’s present intention were to himhold such securities for a fixed period of time or until the occurrence of a certain event. Subscriber realizes that, at in the view of the Securities and Exchange Commission (“SEC”), a reasonable time prior to his purchase of such securities now, with a present intention to resell by reason of a foreseeable specific contingency or any anticipated change in the Sharesmarket value of such securities, or in the opportunity to ask questions ofcondition of the Company or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by Subscriber for the acquisition of such securities, and receive answers fromfor which such securities may be pledged as a security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, constitute a purchase with an intention inconsistent with Subscriber’s representations to the Company concerning and the terms and conditions of SEC would then regard such purchase as a purchase for which the offering and to obtain any information, to exemption from registration under the extent that Securities Act relied upon by the Company possesses such information or can acquire it without unreasonable effort or expense, which in connection herewith is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decisionnot available.
3.12 Such 3.16 Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.17 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual a natural person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares Securities and is not prohibited from doing so.
3.14 3.18 If the Subscriber is purchasing the Shares Securities 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, and such other person or entity fulfills all the requirements for purchase of the Shares Securities as such requirements are set forth herein, concurs in the purchase of the Shares Securities and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
3.19 Subscriber recognizes that the Company may seek to raise additional operating capital through a variety of sources, and that although the Company may undertake one or more public or private offerings of its shares of Common Stock or other securities, there can be no assurance that any such offering will be made or, if made, that it will be successful.
Appears in 2 contracts
Samples: Subscription Agreement (Tesoro Ventures Inc.), Subscription Agreement (Boomer Ventures Inc.)
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 understand 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company's recent filings under the Securities Exchange Act of 1934 (the "Exchange Act"), including, without limitation, the Company's Form 10-K for its fiscal year ended December 31, 2018, including, the Risk Factors set forth in Item IA. Risk Factors, and all subsequent filings made under the Exchange Act (iii) all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (c) all , inclusive of the Company’s XXXXX filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligations to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement in existence or contemplated to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber's Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the SharesSecurities, including the fact that the Subscriber could lose the entire amount of the Subscriber's investment in the Securities.
3.3 3.5 Such Subscriber hashas substantial investment expertise in private placements, either alone or together venture capital offerings and start-up businesses, is extremely familiar with the Subscriber’s Purchaser Representative (Company's business as that term is defined outlined in Regulation D its Form 10-K for its fiscal year ended December 31, 2018 and all subsequent filings under the Exchange Act), and is knowledgeable about the risks associated with the business in which the Company is engaged and has 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 3.6 Subscriber is an "accredited investor," as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 50l(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated 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, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, 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 such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that he, she or it understands that an accredited investor meets one of the following criteria:
a. an individual whose individual net worth, or joint net worth with that individual's spouse, exceeds $1,000,000 (excluding the value of the Subscriber's principal residence);
b. an individual who had an individual income in excess of $200,000 in 2017 and 2018 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2019;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the " 1940 Act") or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"), which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000; or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company or
h. an entity in which all of the equity owners are accredited investors.
3.7 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 Securities without substantially affecting his present manner or mode of living.
3.8 All information herein concerning Such Subscriber understands that (i) the SubscriberOffering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the Subscriber’s financial position laws or regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the Subscriber’s knowledge of financial and business matters, is correct and complete as fairness of the date hereof Securities for investment.
3.9 Such Subscriber is aware that the Securities have not been registered under the Securities Act and as that except for a limited public market in the Company's common shares, no established public market currently exists for any of the date of Closing, Company's securities and if there should can be any change in such information prior to the Closing, the Subscriber no assurance that an established market will immediately provide the Company with such new informationdevelop therefor. The Subscriber agrees that financial has adequate means of providing for the Subscriber's current needs and other information concerning 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.
3.10 Such Subscriber may be disclosed by shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company to any persons or entities that may enter into a transaction with has determined, upon the advice of counsel for the Company. The Subscriber further agrees, if requested by the Company that no applicable federal or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information state securities laws will be violated as may be reasonably requested by the Companya result of such transfer.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including Xxxx X. Xxxxx, Chief Executive Officer and Xxxx XxXxxxxxx, Chief Financial Officer of the Company, concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the shares of Common Stock issuable upon exercise of the Warrants or conversion of the Notes will contain a legend substantially as follows: THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED AND REMAINS EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
Samples: Subscription Agreement (Mobiquity Technologies, Inc.)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company’s recent filings under the Securities Exchange Act of 1934 (the “Exchange Act”), including, without limitation, the Company’s Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings; (iii) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all , inclusive of the Company’s XXXXX filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligations to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber’s Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Securities, including the fact that the Subscriber has, either alone or together with could lose the entire amount of the Subscriber’s Purchaser Representative (investment in the Securities.
3.5 Such Subscriber has substantial investment expertise in private placements, venture capital offerings and start-up businesses, is extremely familiar with the Company’s business as that term outlined in its Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings and is defined knowledgeable about the risks associated with the business in Regulation D under which the Act), Company is engaged and has 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 3.6 Subscriber is an “accredited investor,” as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 501(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated 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, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, 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 such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (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 liquidity in his investment in the SharesSecurities, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that he, she or it understands that an accredited investor meets one of the following criteria:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding the value of the Subscriber’s principal residence);
b. an individual who had an individual income in excess of $200,000 in 2020 and 2019 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2021;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000; or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company or
h. an entity in which all of the equity owners are accredited investors.
3.7 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 Securities without substantially affecting his present manner or mode of living.
3.8 All information herein concerning Such Subscriber understands that (i) the SubscriberOffering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the Subscriber’s financial position laws or regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the Subscriber’s knowledge of financial and business matters, is correct and complete as fairness of the date hereof Securities for investment.
3.9 Such Subscriber is aware that the Securities have not been registered under the Securities Act and as of that except for a limited public market in the date of ClosingCompany’s Common Shares, no established public market currently exists for the Company’s Common Shares and if there should can be any change in such information prior to the Closing, the Subscriber no assurance that an established market will immediately provide the Company with such new informationdevelop therefor. The Subscriber agrees that financial has adequate means of providing for the Subscriber's current needs and other information concerning 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.
3.10 Such Subscriber may be disclosed by shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company to any persons or entities that may enter into a transaction with has determined, upon the advice of counsel for the Company. The Subscriber further agrees, if requested by the Company that no applicable federal or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information state securities laws will be violated as may be reasonably requested by the Companya result of such transfer.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including Xxxx X. Xxxxx, Chief Executive Officer of the Company, and Xxxx XxXxxxxxx, Chief Financial Officer of the Company, concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the Common Shares as origination shares, accrued interest or upon conversion of the Notes will contain a legend substantially as follows:
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
Samples: Subscription Agreement (Mobiquity Technologies, Inc.)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company’s recent filings under the Securities Exchange Act of 1934 (the “Exchange Act”), including, without limitation, the Company’s Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings; (iii) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all , inclusive of the Company’s XXXXX filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligations to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber’s Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Securities, including the fact that the Subscriber has, either alone or together with could lose the entire amount of the Subscriber’s Purchaser Representative (investment in the Securities.
3.5 Such Subscriber has substantial investment expertise in private placements, venture capital offerings and start-up businesses, is extremely familiar with the Company’s business as that term outlined in its Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings and is defined knowledgeable about the risks associated with the business in Regulation D under which the Act), Company is engaged and has 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 3.6 Subscriber is an “accredited investor,” as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 501(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated 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, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, 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 such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (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 liquidity in his investment in the SharesSecurities, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that he, she or it understands that an accredited investor meets one of the following criteria:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding the value of the Subscriber’s principal residence);
b. an individual who had an individual income in excess of $200,000 in 2020 and 2019 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2021;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000; or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company or h. an entity in which all of the equity owners are accredited investors.
3.7 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 Securities without substantially affecting his present manner or mode of living.
3.8 All information herein concerning Such Subscriber understands that (i) the SubscriberOffering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the Subscriber’s financial position laws or regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the Subscriber’s knowledge of financial and business matters, is correct and complete as fairness of the date hereof Securities for investment.
3.9 Such Subscriber is aware that the Securities have not been registered under the Securities Act and as of that except for a limited public market in the date of ClosingCompany’s Common Shares, no established public market currently exists for the Company’s Common Shares and if there should can be any change in such information prior to the Closing, the Subscriber no assurance that an established market will immediately provide the Company with such new informationdevelop therefor. The Subscriber agrees that financial has adequate means of providing for the Subscriber's current needs and other information concerning 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.
3.10 Such Subscriber may be disclosed by shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company to any persons or entities that may enter into a transaction with has determined, upon the advice of counsel for the Company. The Subscriber further agrees, if requested by the Company that no applicable federal or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information state securities laws will be violated as may be reasonably requested by the Companya result of such transfer.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including Xxxx X. Xxxxx, Chief Executive Officer of the Company, and Xxxx XxXxxxxxx, Chief Financial Officer of the Company, concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the Common Shares, accrued interest or upon conversion of the Notes will contain a legend substantially as follows: THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED AND REMAINS EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
Samples: Subscription Agreement (Mobiquity Technologies, Inc.)
Representations of Subscriber. By executing To induce the Company to accept this offer, Subscriber represents and warrants as follows:
(a) Subscriber agrees that Subscriber may not sell or otherwise transfer all or any interest in the Securities except as expressly provided in this Subscription Agreement and Investment Letter (the "Agreement").
(b) Subscriber understands that the Company must comply with the securities laws of the jurisdiction in which the Subscriber is domiciled. Subscriber therefore represents and warrants to the Company as follows:
(i) Subscriber is a business organization organized and validly existing under the laws of, and with its principal office located in, the State of Minnesota. Subscriber makes represents and warrants that it was not organized, either directly or indirectly, for the following representationsspecific purpose of acquiring the Securities and that it has acquired such securities for its own account and not for the personal accounts of its shareholders.
(ii) Subscriber realizes that purchase of the Securities is a speculative investment involving a high degree of risk, declarations and warranties to including but not limited the risk of economic losses from operations of the Company, with the intent and understanding that the economic benefits, if any, which may be derived from the purchase of the Securities are uncertain. In determining whether or not to make an investment in the Company, Subscriber has relied solely upon independent investigations made by Subscriber or its representatives.
(iii) Subscriber has had full opportunity to conduct, and has conducted, a complete and thorough due diligence investigation of the Company, and such opportunity has been made available to the Subscriber's professional representative(s), to ask questions of and receive answers from representatives of the Company will rely thereon:
3.1 Such Subscriber acknowledges that he has receivedconcerning the Company and its financial condition and prospects, carefully read and understands in their entirety (a) this Subscription Agreement; (b) all as well as to obtain additional information necessary to verify the accuracy and completeness of the written materials provided to Subscriber and its representatives by the Company’s representations.
(iv) Subscriber understands that the Securities have not been registered under the Securities Act of 1933, warranties as amended (the "Act"), or any state securities laws, in reliance on exemptions from registration which depend, in part on the Subscriber's investment intention; and, accordingly, the truth and covenants made herein; (c) all accuracy of the foregoing representations will be relied upon by the Company to establish such exemptions. Subscriber acknowledges that the Company is not required to recognize any transfer of the Securities unless, in the opinion of counsel to the Company’s XXXXX filings; , such transfer would not result in a violation of any federal or state law regarding the offer and sale of securities and has the capacity to protect its own interests.
(dv) written or verbal answers Subscriber agrees to all questions the placing on the certificates representing the Shares of legends, in substantially the following form, referring to the restrictions set forth in the preceding paragraph: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. NO SALE OR ASSIGNMENT OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS THE HOLDER SHALL HAVE OBTAINED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH PROPOSED DISPOSITION OR TRANSFER LAWFULLY MAY BE MADE WITHOUT REGISTRATION OF SUCH SHARES PURSUANT TO APPLICABLE SECURITIES LAWS, OR SUCH REGISTRATION.
(vi) Subscriber is aware that there are restrictions on the transferability of the Securities, that there is no market for the Securities, and that it is possible that such a market will never develop. Accordingly, it is unlikely that the Subscriber submitted will be able to the Company regarding liquidate an investment in the CompanyCompany in case of an emergency or for any other reason.
3.2 Such Subscriber understands (vii) Subscriber's commitment to investments that are not readily marketable is not disproportionate to its net worth, and an investment in the Shares involves substantial risks Securities will not cause such commitment to become excessive. Subscriber has adequate means of providing for its current needs and Subscriber recognizes contingencies and understands has no need for liquidity with respect to its investment in the risks relating to the purchase Securities, and can withstand a complete loss of the Shares.
3.3 Such its investment. Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act)a purchaser representative, 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 CompanySecurities.
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 (viii) Subscriber qualifies as an "accredited investor" for purposes of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated 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 investment1993.
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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
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 Agreementthe Confidential Private Placement Memorandum, dated July 31, 2009, including the attachments thereto; (b) this Subscription Agreement and the Confidential Investor Questionnaire; (c) 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 verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that the Shares being purchased hereunder have been offered pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “Act”), and pursuant to Section 4(6) under the Act.. Such Subscriber represents that his or her purchase is for investment, solely for his or her own account, and not with a view to the resale or further distribution of such Shares.
3.3 Such Subscriber agrees not to sell or otherwise transfer the Subscriber’s Shares unless and until they are subsequently registered under any applicable state securities laws or unless an exemption from any such registration is available.
3.4 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 3.5 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 3.6 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 3.7 Such Subscriber represents that (i) he has a net worth of at least $1,000,000, or otherwise satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D under the Act (“Regulation D”) (a copy of such definition is set forth in the Investor Suitability Standards contained in this Memorandum), as specifically disclosed by the undersigned Subscriber in the Purchaser Questionnaire executed and delivered to the Company herewith and incorporated by this reference, or (ii) meets the state suitability requirements set forth herein of the state of his residence, and (iii) subscriber can afford a total loss of his investment without substantially affecting his present manner or mode of living.
3.8 Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act Offering contemplated hereby has not been reviewed by any federal or state governmental body or agency due in part to the Company’s representations that it will comply with the provisions of 1933, as amended (the "Securities Act"), and Regulation D; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) the documents used in compliance connection with their administration and enforcement this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness 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;Shares for investment.
3.6 3.9 Such Subscriber is aware that no active market exists for the SharesShares have not been registered under the Act. 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 3.10 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 3.11 All information herein which the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business mattersmatters including, but not limited to, the information set forth in the Purchaser Questionnaire, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 3.12 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including: Xxxx X. Xxxxxxxx, Acting Chief Executive Officer, concerning the terms and conditions of his purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 3.13 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 3.14 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 3.15 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.16 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 3.17 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
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 The Subscriber has all requisite power and authority to enter into this Agreement and to carry out the provisions hereof.
3.2 The Subscriber represents that the Subscriber satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) (a copy of such definition is set forth in Appendix A attached hereto).
3.3 The Subscriber understands that (i) the Warrants, and the shares of Common Stock of the Company underlying the Warrants (such shares, the “Warrant Shares;” the Warrants and Warrant Shares, the “Securities”) have not been registered under the Securities Act or any applicable state securities law; (ii) Subscriber cannot sell any Securities unless they are registered under the Securities Act and any applicable state or foreign securities laws or unless exemptions from such registration requirements are available, (iii) a legend will be placed on the certificates evidencing the Securities stating that the Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales thereof, (iv) the Company will place stop transfer instructions against the Securities, and (v) the Company has no obligation to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein.
3.4 The Subscriber (i) is acquiring the Securities solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities, to any other person; and (iii) agrees not to sell, assign, encumber or transfer all or any part of the Securities (except a transfer upon bankruptcy) until such securities are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available as evidenced by an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (i) may be effected without registration of the Securities under the Securities Act; and (ii) does not violate any applicable Federal or state securities laws.
3.5 The Subscriber represents that the Company has made available to Subscriber all information which Subscriber deemed material to making an informed investment decision in connection with its acquisition of the Securities. The Subscriber acknowledges that he the Subscriber has received, received and carefully read and understands in their entirety (ai) this Subscription Agreement; (b) , and all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (cii) all the Term Sheet; (iii) the form of Class E Common Stock Purchase Warrant Agreement attached hereto as Exhibit B; (iv) the Company’s XXXXX filingsannual report on Form 10-K for the year ended December 31, 2006, the Company’s quarterly report for the quarter ended March 31, 2007, and the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 13, 2007, as amended; and (dv) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus. The Subscriber acknowledges that the Company has made available to the Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including Xxxxxxx X. Xxxxxxx, Chief Executive Officer of the Company, Xx. Xxxxxxx X. Donovan, President and Chief Operating Officer of the Company, 000 Xxxxxxx Xxxxxxx, Herndon, Virginia 20170, concerning the terms and conditions of the Subscriber’s acquisition and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to the Subscriber. The Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf which is contrary to the information disclosed to the Subscriber.
3.2 Such 3.6 The Subscriber is in a position regarding the Company, which, based upon economic bargaining power, enabled and enables the Subscriber to obtain information from the Company in order to evaluate the merits and risks of this acquisition.
3.7 The Subscriber understands that an investment in acquisition of the Shares Securities involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the SharesSecurities.
3.3 Such 3.8 The Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), has 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 3.9 The Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933offering contemplated hereby has not been reviewed by any Federal, as amended (the "Securities Act"), and state or other governmental body or agency; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) or other jurisdiction the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) or other jurisdiction for registration or exemption therefrom; and (iii) subscription documents used in compliance connection with their administration and enforcement this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness 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;Warrants for investment.
3.6 Such 3.10 The Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing Warrants and that none may develop and that only a limited market exists for the Subscriber’s current needs and personal and family contingencies, Common Stock. Subscriber 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 3.11 The 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 liquidity in his its investment in the Shares, Securities; and (v) maintains his its domicile (and is not a transient or temporary resident) at the address shown below.
3.8 3.12 All information herein that the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s 's financial position and the Subscriber’s 's knowledge of financial and business matters, matters is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new informationhereof. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s 's financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such 3.13 The Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and recognizes and understands all of the risks relating to the purchase of the Securities and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, determined that an investment in the Company is consistent with the Subscriber’s 's investment objectives and income prospects.
3.11 Such 3.14 The Subscriber acknowledges understands that the Company has made statutory basis on which such Securities are being offered, sold and/or issued to the Subscriber would not be available if the Subscriber’s present intention were to himhold such securities for a fixed period of time or until the occurrence of a certain event. The Subscriber realizes that, at in the view of the SEC, a reasonable time prior to his purchase of such securities now, with a present intention to resell by reason of a foreseeable specific contingency or any anticipated change in the Sharesmarket value of such securities, or in the opportunity to ask questions ofcondition of the Company or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by the Subscriber for the acquisition of such securities, and receive answers fromfor which such securities may be pledged as a security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, constitute a purchase with an intention inconsistent with the Subscriber’s representations to the Company concerning and the terms and conditions of SEC would then regard such purchase as a purchase for which the offering and to obtain any information, to exemption from registration under the extent that Securities Act relied upon by the Company possesses such information or can acquire it without unreasonable effort or expense, which in connection herewith is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decisionnot available.
3.12 Such 3.15 The Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.16 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual a natural person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing acquiring the Shares Warrants and is not prohibited from doing so.
3.14 3.17 If the Subscriber is purchasing acquiring the Shares Warrants 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, and such other person or entity fulfills all the requirements for purchase of acquiring the Shares Warrants as such requirements are set forth herein, concurs in the purchase acquisition of the Shares Warrants and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request .
3.18 The Subscriber recognizes that the Company may seek to raise additional operating capital through a variety of sources, and that although the Company may undertake one or more public or private offerings of its shares of Common Stock or other securities, there can be no assurance that any such offering will be made or, if made, that it will be successful.
3.19 The Subscriber agrees to maintain in confidence all information furnished to Subscriber by the Company regarding 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.
Appears in 1 contract
Samples: Subscription Agreement (Guardian Technologies International Inc)
Representations of Subscriber. By executing this Agreement, the Subscriber ----------------------------- makes the following representations, declarations and warranties to the CompanySeller, with the intent and understanding that the Company Seller will rely thereon:
3.1 A. Such Subscriber has received and carefully read the Seller's business plan and acknowledges that it has been furnished by the Seller during the course of this transaction with all information regarding the Seller that Subscriber requested or desired to know; that all documents which could be reasonably provided have been made available for the Subscriber's inspection and review; and that the Subscriber has been afforded the opportunity to ask questions of and receive answers from representatives of the Seller concerning the Seller and any additional information which the Subscriber has requested. The Subscriber acknowledges that any projections which it has been furnished do not constitute a representation or warranty as to the anticipated future financial performance of the Seller.
B. Such Subscriber understands that there is no public market for the Shares, and the Seller does not have any obligation or intention to register the Shares for sale under the Securities Act of 1933 as amended (the "Act") or any other securities laws.
C. Such Subscriber understands that (i) the Shares being purchased hereunder have not been registered under the Act or any other securities laws; (ii) the Subscriber cannot sell such Shares unless they are registered under the Act or any other applicable securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Shares stating that such Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sales of the Shares; (iv) the Shares will be subject to significant transfer restrictions pursuant to the Stockholders' Agreement, by and among the Seller, the Subscriber and the other parties thereto (the "Stockholders' Agreement"); and (v) the Seller has no obligation to register the Shares or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein or therein. The Subscriber agrees not to resell the Shares without compliance with the terms of this Agreement, the Stockholders' Agreement, the Act and any and all applicable securities laws.
D. Such Subscriber (i) is acquiring the Shares solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Shares to any other person; and has no present intention to enter into any such contract, undertaking agreement or arrangement; and (iii) agrees not to sell or otherwise transfer such Shares unless and until they are subsequently registered under the Act and any applicable securities laws or unless an exemption from any such registration is available.
E. Such Subscriber acknowledges that he it has received, carefully read and understands been informed that the Seller's business is highly speculative in their entirety (a) this Subscription Agreementnature; (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 therefore understands that an investment in the Shares involves substantial risks and the Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such ; such Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), has such knowledge and experience in financial and business matters in general and in particular with respect to this type of investment that the such Subscriber is capable of evaluating the merits and risks of an investment in the CompanyShares.
3.4 F. Such Subscriber’s 's investment in the Company Seller is reasonable in relation to his its net worth and financial needs and he such Subscriber is able to bear the economic risk of losing his its entire investment in the Shares.
3.5 G. Such Subscriber represents that such Subscriber satisfies the definition of "accredited investor" as set forth in Rule 501(a) of Regulation D under the Act. A copy of this definition has been attached hereto under the heading "Investor Suitability Standards".
H. 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 offering contemplated hereby has not been reviewed by any governmental body or agency; (ii) various States' Divisions if required by the laws or regulations of Securities any applicable jurisdiction, the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) the documents used in compliance connection with their administration and enforcement this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness 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 Shares 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 I. Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company Seller has the unconditional right to accept or reject this subscription, in whole or in part. The Company Seller will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned without interest to the Subscriber.
3.13 J. If the Subscriber undersigned is a natural person, the undersigned is 21 years of age or over. If the undersigned is a corporation, trustlimited liability company, partnership partnership, trust or other entity that entity, the undersigned is authorized, empowered and qualified to execute this Agreement and to make an investment in the Seller as contemplated hereby. Each of this Agreement and the Stockholders' Agreement is valid, binding and enforceable against the undersigned in accordance with its terms. The undersigned is not an individual person, it aware of any laws or regulations that might be the basis for releasing the undersigned from the obligations created by this Agreement and the Stockholders' Agreement. This Agreement has been formed duly executed and validly exists constitutes the legal, valid and has not been organized for binding obligations of the specific purpose of purchasing the Shares and is not prohibited from doing soSubscriber, enforceable in accordance with its terms.
3.14 K. 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the CompanySeller, 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.,
Appears in 1 contract
Samples: Subscription Agreement (Enviro Clean of America Inc)
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 to the Company and SMH and each of their officers, managers, employees, agents, partners and members, 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;Subscriber:
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 Purchaser has received a citizen or resident copy of the United States of America, (ii) is at least 21 years of age, (iii) PPM and has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making had an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, review the PPM and receive answers from the Company, its officers, directors all exhibits thereto and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company and its officers concerning the terms and conditions of this Offering, the offering Company and its business and prospects and to obtain any informationadditional information that Purchaser deems necessary to verify the accuracy of the information received, and requires no further information concerning the Offering or the Company;
(ii) Purchasers acknowledges that a purchase of the Debenture and Warrants represents a speculative investment involving a high degree of risk
(iii) Purchaser acknowledges and agrees: (a) that Xxxxxxx Xxxxxx is acting as placement agent for this Offering on a “best efforts” basis and acknowledges and agrees that the Company will pay Xxxxxxx Xxxxxx a six percent (6%) commission on the placement of such investment and (b) as such, there is a on the part of Xxxxxxx Xxxxxx in soliciting your investment given that it will receive a 6% commission as a result of your investment.
(iv) Purchaser acknowledges and agrees that a portion of the proceeds from the Offering (approximately $2.1 million) shall be used to repay a loan (the “Xxxxxxx Loan”) made by Xxxxxx X. Xxxxxxx, a broker with Xxxxxxx Xxxxxx, and/or certain trusts established for the benefit of Xx. Xxxxxxx children and/or grandchildren (“Xxxxxxx Trusts”), which xxxx was made in anticipation of this Offering in order to provide the Company with funds to start immediately buying inventory (i.e., the use of the Xxxxxxx Loan was for the same purposes as the use of proceeds from the Offering); Xx. Xxxxxxx and/or the Xxxxxxx Trusts will participate in this Offering as Subscribers.
(v) Purchaser represents: (i) that the investment in the Debentures represents less than 3% of the Purchaser’s net worth, (ii) that Purchaser can bear the economic risk of an investment in the Securities for an indefinite period of time, can afford to sustain a complete loss of such investment, has no need for liquidity in connection with an investment in the Securities, and can afford to hold the Securities indefinitely; and (iii) is experienced and knowledgeable in financial and business matters, and capable of evaluating the merits and risks of investing in the Securities;
(vi) Purchaser represents that the investment in the Securities is suitable for Purchaser based upon Purchaser’s investment objectives and financial needs, and Purchaser has adequate net worth and means for providing for Purchaser’s current financial needs and contingencies and has no need for liquidity of investment with respect to the Securities. Purchaser’s overall commitment to investments that are illiquid or not readily marketable is not disproportionate to Purchaser’s net worth, and an investment in the Securities will not cause such overall commitment to become excessive;
(vii) that the Securities are being purchased for Purchaser’s own account and for long term investment and without the intention of reselling or redistributing the Securities, that Purchaser’s financial condition is such that it is not likely that it will be necessary for Purchaser to dispose of any of the Securities in the foreseeable future;
(viii) without limiting the generality of subsection (g) above, Purchaser further acknowledges that the Securities are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act. Purchaser acknowledges that Purchaser has been advised of the provisions of Rule 144 and understands that Purchaser may not resell the Securities without compliance with either the registration provisions of the Securities Act, pursuant to the provisions of Rule 144 or pursuant to an opinion of counsel satisfactory to the Company that neither the Securities may legally be sold without compliance with either the registration provisions of the Securities Act or the provisions of Rule 144.
(ix) Purchaser acknowledges that Purchaser has been furnished with all of the financial and other information concerning the Company and the circumstances surrounding the acquisition of the Securities, to the extent that the Company possesses such information or can could acquire it without unreasonable effort or expense, which is Purchaser considered necessary in order for Purchaser to verify make the decision to acquire the Securities. Purchaser has reviewed all such information and after such review, Purchaser believes that the Securities are of the kind that Purchaser wishes to acquire and hold for investment and that the nature and amount of the Securities acquired are consistent with Purchaser’s investment objectives. Purchaser further acknowledges and understands that no federal or state agency have approved or disapproved the Securities or has passed upon the accuracy or adequacy of the information given Offering or made any finding or determination as to him the fairness of this transaction.
(x) Purchaser acknowledges that there is presently no market for the Securities and that there are significant restrictions on the transferability of the Unit.
(xi) Purchaser acknowledges that neither the Securities have been registered for sale under the Securities Act, nor applicable state securities laws, and understands that the offering and sale of the Securities are intended to be exempt from registration under the Securities Act and State Laws by virtue of the private placement exemption from registration provided in Regulation D, Rule 506 promulgated under the Securities Act and exemptions under applicable State Laws, and agrees that any Securities acquired by the Purchaser may not be sold, offered for sale, transferred, pledged, hypothecated, or otherwise disposed of in any manner that would require the Company to make an informed investment decisionregister the Securities under the Securities Act.
3.12 Such Subscriber acknowledges (xii) Purchaser understands that the Company has requires each investor in the unconditional right Company to accept be an “accredited investor” as defined in Rule 501(a) of Regulation D and the Purchaser represents and warrants that it is an accredited investor;
(xiii) Purchaser is not relying on any statements or reject this subscription, in whole assurances made by Xxxxxxx Xxxxxx or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned Company’s representatives with respect to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust tax consequences or any other entityeconomic considerations associated with the acquisition, ownership, or disposition of the Securities and its consequences on the particular personal tax circumstances of Purchaser, and instead has relied completely on the advice of, or has consulted with, Xxxxxxxxx’s own personal tax, investment, legal or other advisors;
(xiv) Purchaser has not received any oral or written representations in connection with the purchase of the Securities that are in any way inconsistent with the information stated in the PPM;
(xv) Purchaser (i) has not relied on any information or advice furnished by or on behalf of Xxxxxxx Xxxxxx, as the placement agent, in connection with the transactions contemplated hereby; (ii) acknowledges that Xxxxxxx Xxxxxx has not made any representations and warranties with respect to the Company or the transactions contemplated hereby; and (iii) will not rely on any statements made by Xxxxxxx Xxxxxx, orally or in writing, to the contrary. The Purchaser further represents and acknowledges that Xxxxxxx Xxxxxx will not be responsible for the ultimate success of its investment in the Company. To the fullest extent permitted by law, the Subscriber Purchaser releases Xxxxxxx Xxxxxx and its employees, officers and affiliates from any liability with respect to the Purchaser’s participation in the transactions contemplated hereby. The Purchaser hereby represents and acknowledges that nothing herein or in the Subscription Documents creates any fiduciary or agency relationship between the Purchaser and Xxxxxxx Xxxxxx, and the Purchaser hereby disclaims any such relationship and all claims, if any, based thereon.
(xvi) Purchaser acknowledges and agrees that the Company may (in its sole and absolute discretion) accept your subscription for a lesser number of Securities than the number of Securities for which you subscribed and such acceptance of such lesser number of Securities shall be final;
(xvii) Purchaser has been duly authorized the requisite power, capacity and empowered authority necessary to execute execute, deliver and perform Purchaser’s obligations under this Subscription Agreement and to consummate the transactions contemplated hereby. This Subscription Agreement has been duly executed and delivered by Xxxxxxxxx and the execution, delivery and performance of this Subscription Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary actions, corporate or otherwise, in respect thereof. This Subscription Agreement constitutes legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding of law or in equity);
(xviii) that the execution, delivery and/or performance of this Subscription Agreement will not (i) conflict with, (ii) result in a breach of the terms, conditions or provisions of, or (iii) constitute a default under, any agreement or instrument to which Purchaser is now a party or by which Purchaser may be bound;
(xix) if a corporation, limited liability company, partnership, or other subscription documentsbusiness entity, is duly and validly organized, validly existing and in good standing, under the laws of the State of its formation;
(xx) if a partnership, the representations, warranties, agreements and understandings set forth herein are true with respect to all partners in Purchaser (and if any such partner is itself a partnership, all persons holding an interest in such partnership, directly or indirectly, including through one or more partnerships), and such other the person fulfills all executing this Subscription Agreement has made due inquiry to determine the requirements for purchase truthfulness of the Shares as such requirements are set forth hereinrepresentations and warranties made hereby;
(xxi) if a revocable trust, concurs in that (i) Purchaser is a trustee of a revocable trust for the purchase sole benefit of the Shares investor or his/her family (measured at the time of the transfer, and at all times thereafter), (ii) Purchaser is acting as a trustee of such trust or has the unrestricted power to remove the trustee, and (iii) the trustee of such trust shall hold such Securities subject to the provisions of the Company Agreement, and shall not transfer any of such Securities to any person(s) or entity unless and until such trustee has complied with all of the provisions of the Company Agreement regarding transfers by members;
(xxii) Purchaser agrees that if purchasing in a representative or fiduciary capacity, the above representations and warranties shall be deemed to be bound by have been made on behalf of the obligations, representations, warranties and covenants contained herein. Upon person or persons for whom Xxxxxxxxx is so purchasing;
(xxiii) Purchaser agrees that within five (5) days after receipt of a request of from the Company, the Subscriber Purchaser will provide truesuch information and deliver such documents as may reasonably be necessary to comply with any and all laws to which the Company is subject;
(xxiv) Xxxxxxxxx agrees that the Securities were not offered to Purchaser through an advertisement in printed media of general and regular circulation, complete radio, or telephone and current copies that Purchaser has a pre-existing relationship with Xxxxxxx Xxxxxx or one or more of its members, managers, principals, or officers;
(xxv) Purchaser agrees that each of the representations and warranties of Purchaser is true and correct in all relevant documents creating respects; acknowledges that his, her, or its subscription payment is being used to purchase Inventory and other general working capital purposes and the Subscriberrepay the Xxxxxxx Debt (defined below); and that the Company’s use of the proceeds from the subscription is a fair and reasonable use of the subscription payment;
(xxvi) Purchaser understands that, although the Company does not anticipate receiving regular dividends or other distributions, each member will be responsible for his, her, or its respective federal, state, and local tax obligations related to such allocated items of income or loss from the Company’s operations. The Company may not have sufficient operating cash flow in order to make distributions to the members, and, as a result, members may experience “phantom income,” or taxable income, for which there is no corresponding distribution of cash from the Company.
(xxvii) Purchaser is not a person, and, after making a commercially reasonable inquiry that no person who directly owns a controlling interest in or otherwise directly controls Purchaser is, (i) listed on the Specially Designated Nationals and Blocked persons List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or on any other similar list maintained by the OFAC pursuant to any authorizing its investment statute, Executive Order (as defined below) or regulation; or (ii) a person designated under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Orders”). The Company acknowledges and agrees that the representations contained in this Section 3.3 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the Company and/or evidencing the satisfaction of the foregoingfuture.
Appears in 1 contract
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company’s recent filings under the Securities Exchange Act of 1934 (the “Exchange Act”), including, without limitation, the Company’s Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings; (iii) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all , inclusive of the Company’s XXXXX filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligations to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber’s Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Securities, including the fact that the Subscriber has, either alone or together with could lose the entire amount of the Subscriber’s Purchaser Representative (investment in the Securities.
3.5 Such Subscriber has substantial investment expertise in private placements, venture capital offerings and start-up businesses, is extremely familiar with the Company’s business as that term outlined in its Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings and is defined knowledgeable about the risks associated with the business in Regulation D under which the Act), Company is engaged and has 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 3.6 Subscriber is an “accredited investor,” as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 501(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated 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, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, 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 such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (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 liquidity in his investment in the SharesSecurities, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that he, she or it understands that an accredited investor meets one of the following criteria:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding the value of the Subscriber’s principal residence);
b. an individual who had an individual income in excess of $200,000 in 2020 and 2019 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2021;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000; or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company or h. an entity in which all of the equity owners are accredited investors.
3.7 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 Securities without substantially affecting his present manner or mode of living.
3.8 All information herein concerning Such Subscriber understands that (i) the SubscriberOffering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the Subscriber’s financial position laws or regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the Subscriber’s knowledge of financial and business matters, is correct and complete as fairness of the date hereof Securities for investment.
3.9 Such Subscriber is aware that the Securities have not been registered under the Securities Act and as of that except for a limited public market in the date of ClosingCompany’s Common Shares, no established public market currently exists for the Company’s Common Shares and if there should can be any change in such information prior to the Closing, the Subscriber no assurance that an established market will immediately provide the Company with such new informationdevelop therefor. The Subscriber agrees that financial has adequate means of providing for the Subscriber's current needs and other information concerning 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.
3.10 Such Subscriber may be disclosed by shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company to any persons or entities that may enter into a transaction with has determined, upon the advice of counsel for the Company. The Subscriber further agrees, if requested by the Company that no applicable federal or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information state securities laws will be violated as may be reasonably requested by the Companya result of such transfer.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including Xxxx X. Xxxxx, Chief Executive Officer of the Company, and Xxxx XxXxxxxxx, Chief Financial Officer of the Company, concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the Common Shares, upon conversion of the Notes will contain a legend substantially as follows: THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED AND REMAINS EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
Samples: Subscription Agreement (Mobiquity Technologies, Inc.)
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 The Subscriber has all requisite power and authority to enter into this Agreement, and to carry out the provisions hereof.
3.2 The Subscriber represents that the Subscriber satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) (a copy of such definition is set forth in Appendix A attached hereto). As specifically disclosed by the undersigned Subscriber in the Confidential Purchaser Questionnaire executed and delivered to the Company herewith and incorporated herein by this reference.
3.3 The Subscriber understands that (i) the Common Stock, the Warrants, and the shares of Common Stock of the Company underlying the Warrants (collectively, the “Securities”) have not been registered under the Securities Act or any applicable state securities law, (ii) Subscriber cannot sell any Securities unless they are registered under the Securities Act and any applicable state or foreign securities laws or unless exemptions from such registration requirements are available, (iii) a legend will be placed on the certificates evidencing the Securities, stating that the Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales thereof, (iv) the Company will place stop transfer instructions against the Securities, and (v) the Company has no obligation to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements.
3.4 The Subscriber (i) is acquiring the Securities solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities, to any other person; and (iii) agrees not to sell, assign, encumber or transfer all or any part of the Securities (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members) until such securities are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available as evidenced by an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (i) may be effected without registration of the Securities under the Securities Act; and (ii) does not violate any applicable Federal or state securities laws.
3.5 The Subscriber represents that the Company has made available to Subscriber all information which Subscriber deemed material to making an informed investment decision in connection with his purchase of the Securities. The Subscriber acknowledges that he the Subscriber has received, received and carefully read and understands in their entirety (ai) this Subscription Agreement; (b) , and all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (cii) all the Confidential Investor Term Sheet; (iii) the form of Class F Common Stock Purchase Warrant Agreement attached hereto as Exhibit B; (iv) the form of Class G Common Stock Purchase Warrant Agreement attached hereto as Exhibit C; (v) the Company’s XXXXX filingsAnnual Report on Form 10-K for the year ended December 31, 2006, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, and the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 13, 2007, July 12, 2007, and July 24, 2007, as amended; and (dvi) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus. The Subscriber acknowledges that the Company has made available to the Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including Xx. Xxxxxxx X. Donovan, President and Chief Operating Officer of the Company, 000 Xxxxxxx Xxxxxxx, Herndon, Virginia 20170, concerning the terms and conditions of the Subscriber’s purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to the Subscriber. The Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf which is contrary to the information disclosed to the Subscriber.
3.2 Such 3.6 The Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables the Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment.
3.7 The Subscriber understands that an investment in the Shares Securities involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the SharesSecurities, including those risks disclosed by the Company under Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2006, and under Part II, Item 1A of the Company’s Form 10-Q for the quarter ended March 31, 2007.
3.3 Such 3.8 The Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), has 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 3.9 The Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933offering contemplated hereby has not been reviewed by any Federal, as amended (the "Securities Act"), and state or other governmental body or agency; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) or other jurisdiction the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) or other jurisdiction for registration or exemption therefrom; and (iii) subscription documents used in compliance connection with their administration and enforcement this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness 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;Securities for investment.
3.6 Such 3.10 The Subscriber is aware that the Securities have not been registered under the Act. While the Company’s Common Stock is quoted on the OTC Bulletin Board, the market for its shares of Common Stock is limited and/or illiquid. Subscriber understands that there is no active market exists for the SharesCompany’s Class F and Class G Warrants and none is expected to develop. The Subscriber has adequate means of providing for the Subscriber’s '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 3.11 The Subscriber (ia) is a citizen or resident of the United States state of America, residence shown on the Agreement’s Subscriber Signature Page; (ii) if a natural person, is at least 21 years of age, ; (iii) has adequate means of providing for his or its current needs and personal contingencies, ; (iv) has no need for liquidity in his or its investment in the Shares, Securities; and (v) maintains his or its domicile (and is not a transient or temporary resident) at the address shown below.
3.8 3.12 All information herein that the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s 's financial position and the Subscriber’s 's knowledge of financial and business matters, matters is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new informationhereof. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s 's financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such 3.13 The Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and recognizes and understands all of the risks relating to the purchase of the securities and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, determined that an investment in the Company is consistent with the Subscriber’s 's investment objectives and income prospects.
3.11 Such 3.14 The Subscriber acknowledges understands that the total amount of funds tendered to purchase the Securities are unsecured and are placed at the risk of the business and may be completely lost. Subscriber has read the Company’s filings with the SEC under the Securities Exchange Act of 1934, as amended, including, but not limited to, the description of the risk factors applicable to the Company has made and its businesses set forth therein.
3.15 The Subscriber’s overall commitment to investments including the Subscriber’s investment in the Company that are not readily marketable is not disproportionate to the Subscriber’s net worth, and the Subscriber’s investment in the securities described herein will not cause such overall commitment to become excessive. The Subscriber understands that the statutory basis on which such Securities are being offered, sold and/or issued to the Subscriber would not be available if the Subscriber’s present intention were to himhold such securities for a fixed period of time or until the occurrence of a certain event. The Subscriber realizes that, at in the view of the SEC, a reasonable time prior to his purchase of such securities now, with a present intention to resell by reason of a foreseeable specific contingency or any anticipated change in the Sharesmarket value of such securities, or in the opportunity to ask questions ofcondition of the Company or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by the Subscriber for the acquisition of such securities, and receive answers fromfor which such securities may be pledged as a security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, constitute a purchase with an intention inconsistent with the Subscriber’s representations to the Company concerning and the terms and conditions of SEC would then regard such purchase as a purchase for which the offering and to obtain any information, to exemption from registration under the extent that Securities Act relied upon by the Company possesses such information or can acquire it without unreasonable effort or expense, which in connection herewith is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decisionnot available.
3.12 Such 3.16 The Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.17 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares Securities and is not prohibited from doing so.
3.14 3.18 If the Subscriber is purchasing the Shares Securities 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, and such other person or entity fulfills all the requirements for purchase of the Shares Securities as such requirements are set forth herein, concurs in the purchase of the Shares Securities and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
3.19 The Subscriber recognizes that the Company may seek to raise additional financing and working capital through a variety of sources, and that although the Company may undertake one or more public or private offerings of its shares of Common Stock, debt or equity securities, there can be no assurance that any such offering will be made or, if made, that it will be successful. Moreover, the Company reserves the right to make future offers, either public or private, of securities including shares of Common Stock or securities convertible into Common Stock at prices that may be more than or less than the price per share Subscriber is paying for the shares of Common Stock included in the Units or upon exercise of the Warrants.
3.20 The Subscriber agrees to maintain in confidence all information furnished to Subscriber by the Company regarding the Company.
Appears in 1 contract
Samples: Subscription Agreement (Guardian Technologies International Inc)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company’s recent filings under the Securities Exchange Act of 1934 (the “Exchange Act”), including, without limitation, the Company’s Form 10-K for its fiscal year ended December 31, 2018 and any and all subsequently filed Exchange Act reports; (iii) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all , inclusive of the Company’s XXXXX filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligation to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber’s Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Securities, including the fact that the Subscriber has, either alone or together with could lose the entire amount of the Subscriber’s Purchaser Representative (investment in the Securities.
3.5 Such Subscriber has substantial investment expertise in private placements, venture capital offerings and start-up businesses, is familiar with the Company’s business as that term outlined in its Form 10-K for its fiscal year ended December 31, 2018 and any and all subsequently filed Exchange Act reports and is defined knowledgeable about the risks associated with the business in Regulation D under which the Act), Company is engaged and has 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 3.6 Subscriber is an “accredited investor,” as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 501(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated 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, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, 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 such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (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 liquidity in his investment in the SharesNotes, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that he it understands that an accredited investor meets one of the following criteria:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding the value of the Subscriber’s principal residence);
b. an individual who had an individual income in excess of $200,000 in 2020 and 2021 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2022;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000; or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company; or h. an entity in which all of the equity owners are accredited investors.
3.7 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 Securities without substantially affecting his present manner or mode of living.
3.8 All information herein concerning Such Subscriber understands that (i) the SubscriberOffering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the Subscriber’s financial position laws or regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the Subscriber’s knowledge of financial and business matters, is correct and complete as fairness of the date hereof Securities for investment.
3.9 Such Subscriber is aware that the Securities have not been registered under the Securities Act and as of that except for a limited public market in the date of ClosingCompany’s Common Shares, no established public market currently exists for the Company’s Securities and if there should can be any change in such information prior to the Closing, the Subscriber no assurance that an established market will immediately provide the Company with such new informationdevelop therefor. The Subscriber agrees that financial has adequate means of providing for the Subscriber's current needs and other information concerning 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.
3.10 Such Subscriber may be disclosed by shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company to any persons or entities that may enter into a transaction with has determined, upon the advice of counsel for the Company. The Subscriber further agrees, if requested by the Company that no applicable federal or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information state securities laws will be violated as may be reasonably requested by the Companya result of such transfer.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors officers and other persons acting on its behalf, behalf concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, deems necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the Common Shares issuable upon conversion of the Notes will contain a legend substantially as follows: THE SHARES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED AND REMAINS EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
Samples: Subscription Agreement (United Health Products, Inc.)
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 all requisite power and authority to enter into this Agreement and to carry out the provisions hereof.
3.2 Subscriber represents that Subscriber satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) (a copy of such definition is set forth in Appendix A attached hereto).
3.3 Subscriber understands that (i) the Shares (the “Securities”) have not been registered under the Securities Act or any applicable state securities law; (ii) Subscriber cannot sell any Securities unless they are registered under the Securities Act and any applicable state or foreign securities laws or unless exemptions from such registration requirements are available, (iii) a legend will be placed on the certificates evidencing the Securities stating that the Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales thereof, (iv) the Company will place stop transfer instructions against the Securities, and (v) the Company has no obligation to register the Securities or assist Subscriber in obtaining an exemption from the various registration requirements.
3.4 Subscriber (i) is acquiring the Securities solely for Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities, to any other person; and (iii) agrees not to sell, assign, encumber or transfer all or any part of the Securities (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members) until such securities are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available as evidenced by an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (i) may be effected without registration of the Securities under the Securities Act; and (ii) does not violate any applicable Federal or state securities laws.
3.5 Subscriber represents that the Company has made available to Subscriber all information which Subscriber deemed material to making an informed investment decision in connection with his, her or its purchase of the Securities. Subscriber acknowledges that he Subscriber has received, received and carefully read and understands in their entirety (ai) this Subscription Agreement; (b) , and all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (cii) all of a business plan for the Company’s XXXXX filings; , dated _________, 2009, and (diii) written (or verbal 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 has relied on the signature page hereof, the Subscriber information contained therein and has no present intention of becoming a resident of not been furnished with any other state documents, offering literature, memorandum or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Sharesprospectus. 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including Xx. Xxxx Xxxxxx, President and Chief Executive Officer of the Company, concerning the terms and conditions of Subscriber’s purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to himSubscriber.
3.6 Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables the Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment.
3.7 Subscriber understands that an investment in the Securities involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the Securities.
3.8 Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.9 Subscriber understands that (i) the offering contemplated hereby has not been reviewed by any Federal, state or other governmental body or agency; (ii) if required by the laws or regulations of said state(s) or other jurisdiction the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) or other jurisdiction for registration or exemption therefrom; and (iii) subscription documents used in connection with this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the Shares for investment.
3.10 Such Subscriber is aware no market exists for the Shares and that none may develop. Subscriber has adequate means of providing for 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, her or its entire investment.
3.11 Subscriber (i) is a citizen or resident of the state of residence shown on the Agreement’s Subscriber Signature Page; (ii) if a natural person, is at least 21 years of age; (iii) has adequate means of providing for his or its current needs and personal contingencies; (iv) has no need for liquidity in his, her or its investment in the Securities; and (v) maintains his, her or its domicile (and is not a transient or temporary resident) at the address shown below.
3.12 All information that Subscriber has provided the Company concerning Subscriber, Subscriber's financial position and Subscriber's knowledge of financial and business matters is correct and complete as of the date hereof. The Subscriber agrees that financial and other information concerning Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning Subscriber's financial information as may be reasonably requested by the Company.
3.13 Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and recognizes and understands all of the risks relating to the purchase of the Securities and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, determined that an investment in the Company is consistent with the Subscriber’s 's investment objectives and income prospects.
3.11 Such 3.14 Subscriber acknowledges understands that the Company has made total amount of funds tendered to purchase the Securities are unsecured and are placed at the risk of the business and may be completely lost.
3.15 Subscriber’s overall commitment to investments, including Subscriber’s investment in the Company, which are not readily marketable, is not disproportionate to Subscriber’s net worth, and Subscriber’s investment in the securities described herein will not cause such overall commitment to become excessive. Subscriber understands that the statutory basis on which such Securities are being offered, sold and/or issued to the Subscriber would not be available if Subscriber’s present intention were to himhold such securities for a fixed period of time or until the occurrence of a certain event. Subscriber realizes that, at in the view of the Securities and Exchange Commission (“SEC”), a reasonable time prior to his purchase of such securities now, with a present intention to resell by reason of a foreseeable specific contingency or any anticipated change in the Sharesmarket value of such securities, or in the opportunity to ask questions ofcondition of the Company or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by Subscriber for the acquisition of such securities, and receive answers fromfor which such securities may be pledged as a security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, constitute a purchase with an intention inconsistent with Subscriber’s representations to the Company concerning and the terms and conditions of SEC would then regard such purchase as a purchase for which the offering and to obtain any information, to exemption from registration under the extent that Securities Act relied upon by the Company possesses such information or can acquire it without unreasonable effort or expense, which in connection herewith is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decisionnot available.
3.12 Such 3.16 Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.17 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual a natural person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares Securities and is not prohibited from doing so.
3.14 3.18 If the Subscriber is purchasing the Shares Securities 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, and such other person or entity fulfills all the requirements for purchase of the Shares Securities as such requirements are set forth herein, concurs in the purchase of the Shares Securities and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
3.19 Subscriber recognizes that the Company may seek to raise additional operating capital through a variety of sources, and that although the Company may undertake one or more public or private offerings of its shares of Common Stock or other securities, there can be no assurance that any such offering will be made or, if made, that it will be successful.
Appears in 1 contract
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 The Subscriber has all requisite power and authority to enter into this Agreement, and to carry out the provisions hereof.
3.2 The Subscriber represents that the Subscriber satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) (a copy of such definition is set forth in Appendix A attached hereto). As specifically disclosed by the undersigned Subscriber in the Confidential Purchaser Questionnaire executed and delivered to the Company herewith and incorporated herein by this reference.
3.3 The Subscriber understands that (i) the Common Stock, the Warrants, and the shares of Common Stock of the Company underlying the Warrants (collectively, the “Securities”) have not been registered under the Securities Act or any applicable state securities law, (ii) Subscriber cannot sell any Securities unless they are registered under the Securities Act and any applicable state or foreign securities laws or unless exemptions from such registration requirements are available, (iii) a legend will be placed on the certificates evidencing the Securities, stating that the Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales thereof, (iv) the Company will place stop transfer instructions against the Securities, and (v) the Company has no obligation to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements.
3.4 The Subscriber (i) is acquiring the Securities solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities, to any other person; and (iii) agrees not to sell, assign, encumber or transfer all or any part of the Securities (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members) until such securities are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available as evidenced by an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (i) may be effected without registration of the Securities under the Securities Act; and (ii) does not violate any applicable Federal or state securities laws.
3.5 The Subscriber represents that the Company has made available to Subscriber all information which Subscriber deemed material to making an informed investment decision in connection with his purchase of the Securities. The Subscriber acknowledges that he the Subscriber has received, received and carefully read and understands in their entirety (ai) this Subscription Agreement; (b) , and all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (cii) all the Confidential Investor Term Sheet; (iii) the form of Class H Common Stock Purchase Warrant Agreement attached hereto as Exhibit B; (iv) the Company’s XXXXX filingsAnnual Report on Form 10-K for the year ended December 31, 2006, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, and the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 12, 2007, July 24, 2007, August 7, 2007, August 17, 2007, September 12, 2007, September 18, 2007, October 10, 2007, and October 19, 2007, as amended; and (dvi) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus. The Subscriber acknowledges that the Company has made available to the Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including Xx. Xxxxxxx X. Donovan, President and Chief Operating Officer of the Company, 000 Xxxxxxx Xxxxxxx, Herndon, Virginia 20170, concerning the terms and conditions of the Subscriber’s purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to the Subscriber. The Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf which is contrary to the information disclosed to the Subscriber.
3.2 Such 3.6 The Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables the Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment.
3.7 The Subscriber understands that an investment in the Shares Securities involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the SharesSecurities, including those risks disclosed by the Company under Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2006, and under Part II, Item 1A of the Company’s Form 10-Q for the quarter ended September 30, 2007.
3.3 Such 3.8 The Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), has 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 3.9 The Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933offering contemplated hereby has not been reviewed by any Federal, as amended (the "Securities Act"), and state or other governmental body or agency; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) or other jurisdiction the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) or other jurisdiction for registration or exemption therefrom; and (iii) subscription documents used in compliance connection with their administration and enforcement this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness 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;Securities for investment.
3.6 Such 3.10 The Subscriber is aware that the Securities have not been registered under the Act. While the Company’s Common Stock is quoted on the OTC Bulletin Board, the market for its shares of Common Stock is limited and/or illiquid. Subscriber understands that there is no active market exists for the SharesCompany’s Class H Warrants and none is expected to develop. The Subscriber has adequate means of providing for the Subscriber’s '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 3.11 The Subscriber (ia) is a citizen or resident of the United States state of America, residence shown on the Agreement’s Subscriber Signature Page; (ii) if a natural person, is at least 21 years of age, ; (iii) has adequate means of providing for his or its current needs and personal contingencies, ; (iv) has no need for liquidity in his or its investment in the Shares, Securities; and (v) maintains his or its domicile (and is not a transient or temporary resident) at the address shown below.
3.8 3.12 All information herein that the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s 's financial position and the Subscriber’s 's knowledge of financial and business matters, matters is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new informationhereof. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s 's financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such 3.13 The Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and recognizes and understands all of the risks relating to the purchase of the securities and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, determined that an investment in the Company is consistent with the Subscriber’s 's investment objectives and income prospects.
3.11 Such 3.14 The Subscriber acknowledges understands that the total amount of funds tendered to purchase the Securities are unsecured and are placed at the risk of the business and may be completely lost. Subscriber has read the Company’s filings with the SEC under the Securities Exchange Act of 1934, as amended, including, but not limited to, the description of the risk factors applicable to the Company has made and its businesses set forth therein.
3.15 The Subscriber’s overall commitment to investments including the Subscriber’s investment in the Company that are not readily marketable is not disproportionate to the Subscriber’s net worth, and the Subscriber’s investment in the securities described herein will not cause such overall commitment to become excessive. The Subscriber understands that the statutory basis on which such Securities are being offered, sold and/or issued to the Subscriber would not be available if the Subscriber’s present intention were to himhold such securities for a fixed period of time or until the occurrence of a certain event. The Subscriber realizes that, at in the view of the SEC, a reasonable time prior to his purchase of such securities now, with a present intention to resell by reason of a foreseeable specific contingency or any anticipated change in the Sharesmarket value of such securities, or in the opportunity to ask questions ofcondition of the Company or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by the Subscriber for the acquisition of such securities, and receive answers fromfor which such securities may be pledged as a security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, constitute a purchase with an intention inconsistent with the Subscriber’s representations to the Company concerning and the terms and conditions of SEC would then regard such purchase as a purchase for which the offering and to obtain any information, to exemption from registration under the extent that Securities Act relied upon by the Company possesses such information or can acquire it without unreasonable effort or expense, which in connection herewith is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decisionnot available.
3.12 Such 3.16 The Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.17 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares Securities and is not prohibited from doing so.
3.14 3.18 If the Subscriber is purchasing the Shares Securities 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, and such other person or entity fulfills all the requirements for purchase of the Shares Securities as such requirements are set forth herein, concurs in the purchase of the Shares Securities and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
3.19 The Subscriber recognizes that the Company may seek to raise additional financing and working capital through a variety of sources, and that although the Company may undertake one or more public or private offerings of its shares of Common Stock, debt or equity securities, there can be no assurance that any such offering will be made or, if made, that it will be successful. Moreover, the Company reserves the right to make future offers, either public or private, of securities including shares of Common Stock or securities convertible into Common Stock at prices that may be more than or less than the price per share Subscriber is paying for the shares of Common Stock included in the Units or upon exercise of the Warrants.
3.20 The Subscriber agrees to maintain in confidence all information furnished to Subscriber by the Company regarding the Company.
Appears in 1 contract
Samples: Subscription Agreement (Guardian Technologies International Inc)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he he, she or it has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company’s Private Placement Memorandum (the “PPM”); (iii) 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 (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and that the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Shares being purchased hereunder have not been registered under the Securities Act of 1933 (the “Securities Act”) and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell such Shares unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Shares, stating that such securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the securities; (iv) the Company will place stop transfer instructions against the Shares and the certificates for the Shares to restrict the transfer thereof; and (v) the Company has no obligations to register the Shares or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Shares without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Shares solely for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber’s Shares unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the Shares, including the fact that the Subscriber could lose the entire amount of the Subscriber’s investment in the Shares.
3.3 3.5 Such Subscriber hashas substantial investment expertise in venture capital offerings and start-up businesses, is extremely familiar with the Company’s business plan, and is knowledgeable about the risks associated with the business in which the Company is engaged, namely, and has either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Securities 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 3.6 Subscriber is an “accredited investor,” as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 501(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated 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, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, 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 such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that, as an accredited investor, he, she or it is one of the following:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000;
b. an individual who had an individual income in excess of $200,000 in 2002 and 2003 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2004 and 2005;
c. a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000; or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company; or
h. an entity in which all of the equity owners are accredited investors.
3.7 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 without substantially affecting his present manner or mode of living.
3.8 Such Subscriber understands that (i) the offering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the laws or regulations of said state(s) the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the Shares for investment.
3.9 Such Subscriber is aware that the Shares have not been registered under the Securities Act and that no market currently exists and there can be no assurance that any market will develop therefor. 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.
3.10 The Subscriber agrees to provide bank references or other confirming information concerning the Subscriber’s financial qualifications as may be reasonably requested by the Company. All information herein which the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closinghereof, and if there should be any change in such information prior to the Closinginformation, the Subscriber will immediately provide the Company with such new correct and complete information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company.
3.11 Such Subscriber shall not sell, assign, encumber or transfer all or any part of the Shares being acquired or any of the securities included therein or issuable in connection therewith (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members), unless the Company has determined, upon the advice of counsel for the Company, that no applicable federal or state securities laws will be violated as a result of such transfer. The Subscriber further agrees, if requested by Company may require an opinion of counsel acceptable to the Company to the effect that such transfer or its authorized representativeassignment (i) may be effected without registration of the Shares or any securities included therein or issuable in connection therewith under the Securities Act, to provide bank references and (ii) does not violate any applicable federal, state or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Companysecurities laws.
3.9 3.12 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including Xxxxxxxx Xxxxxxxx, President and Chief Executive Officer of PolyMedix, Inc., concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber deems necessary to verify the accuracy of the information disclosed to Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to himSubscriber.
3.10 3.13 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such . Subscriber acknowledges understands that the Company is in the development stage, has made available no substantial assets and no operations to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent date; that the Company possesses needs to obtain significant substantial debt and equity financing to implement its business plan; and that there can be no assurance that such information financing will be obtained, or can acquire it without unreasonable effort or expense, which is necessary will be obtained on terms that are acceptable to verify the accuracy Company.
3.14 The certificates evidencing the shares of Series 1 Preferred Stock and the shares of Common Stock issuable upon conversion of the information given to him or otherwise to make an informed investment decision.Series 1 Preferred Stock described herein will contain a legend substantially as follows:
3.12 3.15 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.16 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual a natural person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 3.17 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
3.18 Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future, that there is no established public market for the shares of Common Stock issuable upon conversion of the Shares and none may develop in the future, and that Subscriber may find it impossible to liquidate his investment at a time when it may be desirable to do so, or at any other time.
3.19 The terms of the Shares offered hereby were arbitrarily determined by the Company, were not the result of any arms-length negotiation, do not bear any relationship to the assets, book value, results of operations, net worth, or other objective criteria of value applicable to the Company and should not be considered an indication of the actual value of the Company.
3.20 The Company has not retained any independent professionals to review or comment on this offering on behalf of, or to otherwise protect the interests of, the subscribers hereunder. Although the Company has retained its own counsel, neither such counsel nor any other counsel has made, on behalf of the subscribers, any independent examination of any factual matters represented by management herein or in the documents provided herewith, and purchasers of the securities offered hereby have not relied on the counsel retained by the Company or Fordham Financial Management, Inc. (the “Placement Agent”) with respect to any matters herein described.
3.21 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.22 There can be no assurance that the Company will be able to emerge from the development stage and commence operations, or to operate profitably in the future.
3.23 The Company is a “start-up” company with a limited operating history and no significant revenues to date. The Company is attempting to obtain the necessary working capital for operations through this offering and potentially other private financing, and there can be no assurance it will obtain such financing. The Company has not yet demonstrated its ability to generate revenue, and there is no assurance that the Company will produce any material revenues for the Company or its stockholders, or that the Company will operate on a profitable basis.
3.24 The Subscriber expressly acknowledges and understands that, in connection with the offer and sale of the securities described herein to the Subscriber, the Company is relying upon the Subscriber’s representations and warranties as contained in this Agreement.
Appears in 1 contract
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 Agreementthe Confidential Private Placement Memorandum, dated July 31, 2009, including the attachments thereto; (b) this Subscription Agreement and the Confidential Investor Questionnaire; (c) 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 verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that the Shares being purchased hereunder have been offered pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “Act”), and pursuant to Section 4(6) under the Act.. Such Subscriber represents that his or her purchase is for investment, solely for his or her own account, and not with a view to the resale or further distribution of such Shares.
3.3 Such Subscriber agrees not to sell or otherwise transfer the Subscriber’s Shares unless and until they are subsequently registered under any applicable state securities laws or unless an exemption from any such registration is available.
3.5 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
Representations of Subscriber. By executing To induce the Company to accept this Agreementoffer, the Subscriber makes represents and warrants as follows:
a. The Subscriber agrees that Subscriber may not sell or otherwise transfer all or any interest in the following representationsSeries A Preferred except as expressly provided in this Subscription Agreement and Investment Letter.
b. The Subscriber understands that the Company must comply with the securities laws of the jurisdiction in which the Subscriber is domiciled. The Subscriber therefore represents and warrants to the Company as follows:
(1) The Subscriber is a business organization organized and validly existing under the laws of, declarations and warranties with its principal office located in, the State of Minnesota. The Subscriber represents and warrants that it was not organized, either directly or indirectly, for the specific purpose of acquiring the Series A Preferred.
c. The Subscriber realizes that purchase of the Series A Preferred is a speculative investment and that the economic benefits which may be derived therefrom are uncertain. In determining whether or not to make an investment in the Company, with the intent Subscriber has relied solely upon the written materials provided to it by the Company, including the Certificate of Designation which sets forth the rights, preferences and understanding that limitations of the Company Series A Preferred (the "Series A Certificate"), receipt of which is hereby acknowledged, and upon independent investigations made by Subscriber or its representatives. The shares of Series A Preferred will rely thereon:have the rights and preferences as set forth in the Series A Certificate, including without limitation the following: (i) each share of the Series A Preferred is convertible into one share of the Company's common stock (the "Common Stock") on a one-to-one basis subject to adjustment in certain events, (ii) the shares of Series A Preferred will have a liquidation preference over the Common Stock, (iii) the Subscriber will be entitled to appoint one director of the Company, which right will terminate upon the Company's Qualified Public Offering (as defined in the Series A Certificate), and (iv) shares of Series A Preferred will not be automatically entitled to receive or accrue dividends.
3.1 Such d. The Subscriber acknowledges that he has received, carefully read and understands in their entirety (a) this Subscription Agreement; (b) all the Series A Certificate and understands the rights, preferences and limitations pertaining to the Series A Preferred.
e. The Subscriber has had full opportunity to conduct, and has conducted, a complete and thorough due diligence investigation of the Company, and such opportunity has been made available to the Subscriber's professional representative(s), to ask questions of and receive answers from representatives of the Company concerning the Company and its financial condition and prospects and the terms and conditions of the Series A Certificate, as well as to obtain additional information necessary to verify the accuracy and completeness of the Company’s representations, warranties written materials provided to the Subscriber and covenants made herein; (c) all of its representatives by the Company’s XXXXX filings; .
f. The information presented and (d) written or verbal answers to all questions statements made by the Subscriber submitted in the attached questionnaire completed and delivered by the Subscriber and returned to the Company with this letter, and any additional information supplied by the Subscriber at the Company's request relating to the Subscriber's income, net worth, investment experience or other matters, are complete and accurate as of this date or any future date upon which such information will be supplied, and may be relied upon by the Company in determining whether to accept this offer.
g. The Subscriber is acquiring the Series A Preferred for its own account for investment purposes and not with a view to or for resale in connection with any distribution thereof and not for the personal accounts of its shareholders. The Subscriber understands that the Series A Preferred have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws, in reliance on exemptions from registration which depend, in part on the Subscriber's investment intention; and, accordingly, the truth and accuracy of the foregoing representation will be relied upon by the Company to establish such exemptions. The Subscriber acknowledges that the Company is not required to recognize any transfer of the Series A Preferred unless, in the opinion of counsel to the Company, such transfer would not result in a violation of any federal or state law regarding the offer and sale of securities and unless the other restrictions on transfer set forth in the Series A Preferred are complied with.
h. The Subscriber agrees to the placing on the instruments or certificates representing the Series A Preferred of legends, in substantially the following form, referring to the restrictions set forth in the preceding paragraph: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. NO SALE OR ASSIGNMENT OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS THE HOLDER SHALL HAVE OBTAINED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH PROPOSED DISPOSITION OR TRANSFER LAWFULLY MAY BE MADE WITHOUT REGISTRATION OF SUCH SHARES PURSUANT TO APPLICABLE SECURITIES LAWS, OR SUCH REGISTRATION. THE SHARES OF THE COMPANY ARE SUBJECT TO CERTAIN DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS AS SET FORTH IN THE COMPANY'S ARTICLES OF INCORPORATION, AS FILED WITH THE MINNESOTA SECRETARY OF STATE, AS AMENDED FROM TIME TO TIME. THE COMPANY WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST MADE TO THE SECRETARY OF THE COMPANY AND WITHOUT CHARGE A FULL STATEMENT (A) OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, INSOFAR AS THE SAME HAVE BEEN DETERMINED AND (B) OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES.
i. The Subscriber is aware that there are restrictions on the transferability of the Series A Preferred, that there is no market for the Series A Preferred, and that it is possible that such a market will never develop. Accordingly, it is unlikely that the Subscriber will be able to liquidate an investment in the CompanyCompany in case of an emergency or for any other reason.
3.2 Such Subscriber understands j. The Subscriber's commitment to investments that are not readily marketable is not disproportionate to its net worth, and an investment in the Shares involves substantial risks Series A Preferred will not cause such commitment to become excessive. The Subscriber has adequate means of providing for its current needs and Subscriber recognizes contingencies and understands has no need for liquidity with respect to its investment in the risks relating to Series A Preferred, and can withstand a complete loss of such investment in the purchase of the Shares.
3.3 Such Series A Preferred. The Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act)a purchaser representative, 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 CompanySeries A Preferred.
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 k. The Subscriber understands that the offering and sale acknowledges receipt of the Shares hereunder is registered under (i) the Securities Act of 1933, as amended (the "Securities Act"), documents 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that which the Company has made available represented to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks under Section 4.t. of this investment; and Agreement that he it has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned delivered to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations The undersigned represents and warranties to the Company, with the intent and understanding that the Company will rely thereonwarrants that:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (a) this Subscription Agreement; The undersigned represents that they have such knowledge and experience in business and financial matters that they are capable of evaluating the Company and the proposed activities thereof, and the risks and merits of investment in the Units, and of making an informed investment decision thereon, and have not consulted with others in connection with evaluating such risks and merits.
(b) The undersigned has carefully reviewed and understands the risks of, and other considerations relating to, a purchase of the Units.
(c) The undersigned, and their purchaser representatives and investment advisors, if any, have been furnished all materials relating to the Company and its proposed activities, which they have requested, and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any representations or information. OHMC Subscriber’s Initials Initials
(d) The Company has answered all inquiries directed to it by the undersigned concerning the Company and completeness of its proposed activities, all matters relating to the Company’s representations, warranties business and covenants made herein; (c) all of the Company’s XXXXX filings; various underlying contracts 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.
(e) The undersigned is acquiring the Shares hereunder is registered under (i) the Securities Act of 1933for his own account, as amended (principal, for investment purposes only and not with a view to the "Securities Act")resale or distribution of all or any part of such Shares, 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 he has no present intention intention, agreement or arrangement to divide their participation with others or to resell, assign, transfer or otherwise dispose of becoming all or any part of such Shares unless and until they determine, at some future date, that changed circumstances, not contemplated by them at the time of their purchase, makes such disposition advisable.
(f) The undersigned, if a resident corporation, partnership, trust or other form of any other state or jurisdiction;
3.6 Such Subscriber business entity, is aware that no active market exists authorized and otherwise duly qualified to purchase and hold Shares in the Company; has obtained tax advice as it deems necessary; and such entity has its principal place of business as set forth herein and has not been formed for the Sharesspecific purpose of acquiring Shares in the Company. (If the undersigned is one of the aforementioned entities, it hereby agrees to supply any additional written information that may be requested by the Company.)
(g) The Subscriber undersigned has adequate means of providing for the Subscriber’s their current needs and personal contingencies and family contingencies, has no does not contemplate a need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire this investment.
3.7 Such Subscriber (ih) is a citizen or resident All of the United States of America, (ii) information which 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 liquidity set forth in his investment in this document with respect to the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, undersigned is correct and complete as of the date hereof and as of the date of Closingand, and if there should be any material change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase acceptance of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber undersigned will provide true, complete and current copies of all relevant documents creating immediately furnish the Subscriber, authorizing its investment in revised or corrected information to the Company and/or evidencing the satisfaction of the foregoingCompany.
Appears in 1 contract
Samples: Regulation S Subscription Agreement (Owlhead Minerals Corp.)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations declarations, and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 (a) Such Subscriber acknowledges that he it has received, received full and fair disclosure and carefully read and understands in their entirety entirety: (ai) this Subscription Agreementthe Certificate of Incorporation of the Company, as amended, as filed with the Secretary of State of the State of Delaware; (bii) all of the information that the Subscriber deemed necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (ciii) all a copy of the Company’s XXXXX filingsInvestor Presentation, dated January 16, 2006 (including the “Risks of Investing” contained therein); (iv) a copy of the Company’s most recent financial statements; and (dv) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company. The Subscriber has relied on the information contained in the foregoing documents and the information provided in response to its questions and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 (b) Such Subscriber acknowledges that it has been informed that the Company’s business plan is to provide for the disposition of plutonium in existing nuclear reactors and to replace existing fuels used in nuclear power plants; the Subscriber therefore understands that an investment in the Shares is speculative and involves substantial risks a high degree of risk and the Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 . Such Subscriber hashas no need for liquidity in this investment, either alone or together with has 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 ability to bear the economic risk of losing his entire investment this investment, and at the present time and in the Sharesforeseeable future can afford a complete loss of this investment. Such Subscriber has no reason to anticipate any change in his or her circumstances, financial or otherwise, which may cause hardship to such Subscriber in light of the lack of liquidity of the Shares herein subscribed for.
3.5 (c) Such Subscriber understands that there are risks associated with investing in the Company’s Common Stock and has reviewed and understands the “Risks of Investing” set forth in the Investor Presentation, dated January 16, 2006.
(d) Such Subscriber understands that the offering Company was organized on January 8, 1992 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 contingenciesnot yet commenced commercial activities, has no need for liquidity in the investment contemplated herebyrevenues, earnings, working capital, borrowing capacity or operating history and is able to bear dependent upon the risk of loss of his entire investment.
3.7 Such Subscriber (i) is a citizen or resident net proceeds of the United States offering of Americaits Common Stock, (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 liquidity in his investment in including the Shares, in order to continue its existence and carry out its proposed business plan. There is no assurance that the Company will be successful in continuing to sell its shares of Common Stock. or that the proceeds from the sale of its Common Stock will be sufficient for it to carry out its business plan.
(ve) maintains his domicile (and is not a transient or temporary resident) Such Subscriber understands that the proceeds of the offering of the Company’s Common Stock will be used, among other things, to fund the Company’s technical work at the address shown below.
3.8 All information herein concerning Kurchatov Institute, for working capital, and to pay the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as salaries of the date hereof and as officers of the date of Closing, Company and if there should be any change in such information prior various consultants to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 (f) Such Subscriber represents understands that the technology that the Company is developing is experimental, has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; never been developed before and there is no assurance that the Subscriber is in a position regarding the Companysuch technology will ever work or if it does, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from that it will be commercially feasible for the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses operate a business using such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to himtechnology.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations The undersigned represents and warranties to the Company, with the intent and understanding that the Company will rely thereonwarrants that:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (a) this Subscription Agreement; The undersigned is at least twenty-one (b21) all information necessary to verify the accuracy years of age, and completeness of the Company’s representations, warranties and covenants made herein; is either (ci) 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 “accredited investor” (as that term is defined in Rule 501 of Regulation D under of the ActSecurities and Exchange Commission), such knowledge or (ii) has a net worth of at least five times the value of the Shares to be purchased (exclusive of home, furnishings and experience in financial automobiles and business matters that without regard to the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriberundersigned’s investment in this offering) and had during the last taxable year and anticipates that he will have during the current taxable year gross income of at least $50,000. If a corporation, it is on a consolidated basis according to its most recent financial statement, within the above net worth standard, and if a partnership, each partner is within the above standards.
(b) The undersigned has carefully reviewed and understands the risks of, and other considerations relating to, a purchase of Shares, including the risks set forth in the Offering Materials.
(c) The undersigned, and their purchaser representatives and investment advisors, if any, have been furnished all materials relating to the Company is reasonable in relation to his net worth and financial needs and he is able to bear its proposed activities, the economic risk offering of losing his entire investment Shares or anything set forth in the SharesOffering Materials which they have requested, and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any representations or information set forth in the Offering Materials.
3.5 Such Subscriber understands that (d) The Company has answered all inquiries directed to it by the undersigned concerning the Company and its proposed activities, all matters relating to the technology transfer and the various underlying contracts and the offering and sale of the Shares.
(e) Neither the undersigned nor their purchaser representatives and investment advisors, if any, have been furnished any offering literature other than the Offering Materials and the documents attached as exhibits thereto and the undersigned and his purchaser representatives and investment advisors, if any, have relied only on the information contained in the Offering Materials and such documents described in these subparagraphs (d) and (e), furnished or made available to them by the Company.
(f) The undersigned is acquiring the Shares hereunder is registered under (i) the Securities Act of 1933for their own account, as amended (principal, for investment purposes only and not with a view to the "Securities Act")resale or distribution of all or any part of such Shares, 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 he has no present intention intention, agreement or arrangement to divide their participation with others or to resell, assign, transfer or otherwise dispose of becoming all or any part of such Shares unless and until they determine, at some future date, that changed circumstances, not contemplated by them at the time of their purchase, makes such disposition advisable.
(g) The undersigned, if a resident corporation, partnership, trust or other form of any other state or jurisdiction;
3.6 Such Subscriber business entity, is aware that no active market exists authorized and otherwise duly qualified to purchase and hold Shares in the Company; has obtained tax advice as it deems necessary; and such entity has its principal place of business as set forth herein and has not been formed for the Sharesspecific purpose of acquiring Shares in the Company. (If the undersigned is one of the aforementioned entities, it hereby agrees to supply any additional written information that may be requested by the Company.)
(h) The Subscriber undersigned has adequate means of providing for the Subscriber’s their current needs and personal contingencies and family contingencies, has no does not contemplate a need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire this investment.
3.7 Such Subscriber (i) is The undersigned has not distributed the Offering Materials to anyone other than a citizen or resident designated purchaser representative and no one except such purchaser representative has used the Offering Materials, and they have not made any copies thereof.
(j) All of the United States of America, (ii) information which 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 liquidity in his investment in set forth below with respect to the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, undersigned is correct and complete as of the date hereof and as of the date of Closingand, and if there should be any material change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase acceptance of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber undersigned will provide true, complete and current copies of all relevant documents creating immediately furnish the Subscriber, authorizing its investment in revised or corrected information to the Company and/or evidencing the satisfaction of the foregoingCompany.
Appears in 1 contract
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 filingsEDGAX xxxings; 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
Samples: Subscription Agreement (NL One Corp)
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 Agreementthe Confidential Private Placement Memorandum, dated March 15, 2010, including the attachments thereto; (b) this Subscription Agreement and the Confidential Investor Questionnaire; (c) 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 verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that the Shares being purchased hereunder have been offered pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “Act”), and pursuant to Section 4(6) under the Act.. Such Subscriber represents that his or her purchase is for investment, solely for his or her own account, and not with a view to the resale or further distribution of such Shares.
3.3 Such Subscriber agrees not to sell or otherwise transfer the Subscriber’s Shares unless and until they are subsequently registered under any applicable state securities laws or unless an exemption from any such registration is available.
3.4 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 3.5 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 3.6 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 3.7 Such Subscriber represents that (i) he has a net worth of at least $1,000,000, or otherwise satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D under the Act (“Regulation D”) (a copy of such definition is set forth in the Investor Suitability Standards contained in this Memorandum), as specifically disclosed by the undersigned Subscriber in the Purchaser Questionnaire executed and delivered to the Company herewith and incorporated by this reference, or (ii) meets the state suitability requirements set forth herein of the state of his residence, and (iii) subscriber can afford a total loss of his investment without substantially affecting his present manner or mode of living.
3.8 Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act Offering contemplated hereby has not been reviewed by any federal or state governmental body or agency due in part to the Company’s representations that it will comply with the provisions of 1933, as amended (the "Securities Act"), and Regulation D; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) the documents used in compliance connection with their administration and enforcement this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness 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;Shares for investment.
3.6 3.9 Such Subscriber is aware that no active market exists for the SharesShares have not been registered under the Act. 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 3.10 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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 3.11 All information herein which the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business mattersmatters including, but not limited to, the information set forth in the Purchaser Questionnaire, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 3.12 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including: Xxxx X. Xxxxxxxx, Chief Executive Officer and Chief Financial Officer, concerning the terms and conditions of his purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 3.13 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 3.14 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 3.15 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.16 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 3.17 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
Appears in 1 contract
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 public availability of the Company’s representationscurrent offering circular which can be viewed on the SEC Xxxxx Database, warranties and covenants under the CIK number 0001671132. This offering circular is made herein; (c) all of available in the Company’s XXXXX filings; most recent 1-A Registration Statement deemed qualified on ___________, 2022. In this offering circular it makes clear the terms and (d) written or verbal answers to all questions conditions of the Subscriber submitted to offering of Common Stock and the Company regarding an investment in the Company.risks associated therewith are described;
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 liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, Subscriber is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 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, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. 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.
3.4 The Subscriber hereby confirms that he/she has reviewed or had the opportunity to review all documents, records, and books pertaining to the investment in the Company.
3.5 The Subscriber is at least twenty-one (21) years of age.
3.6 The Subscriber is an “accredited investor” as the term is defined in the Securities Act of 1933, as amended (the “Act”) and any relevant state statute or regulation, or is otherwise a sophisticated, knowledgeable investor (either alone or with the aid of a purchaser representative) with adequate net worth and income for this investment.
3.7 The Subscriber has in-depth knowledge and experience in financial and business matters pertaining to the subject matter contained in this Agreement and is capable of evaluating the risks of any investment in the Company.
3.8 The offer to sell Shares was communicated to the Subscriber by the Company in such a manner that the Subscriber was able to ask questions of and receive answers from the Company concerning the terms and conditions of this transaction.
3.9 The Subscriber has determined that the purchase of the Shares is a suitable investment.
3.10 The Shares for which the Subscriber hereby subscribes are being acquired solely for the Subscribers own account, for investment purposes; and the Subscriber agrees that he/she will not sell or otherwise transfer the Shares unless the Shares are registered under the Act and qualified under applicable state securities laws or unless, in the opinion of the Company, and exemption from the registration requirements of the Act and such law is available.
3.11 The Subscriber has been advised to consult with the Subscriber’s own attorney regarding legal matters concerning an investment in the Company and has done so to the extent the Subscriber deems necessary.
Appears in 1 contract
