Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon: a. Such Subscriber acknowledges the public availability of the Company's current prospectus (the "Prospectus") which is made available in the Company's Registration Statement on Form S-1 (File No. ___________), declared effective by the Securities and Exchange Commission on [___], 2025. This Prospectus sets forth the terms and conditions of the offering of Shares (the “Offering”) and the risks associated therewith are described. Such Subscriber acknowledges the public availability of the Company’s current prospectus. b. All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing. c. Such subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement. Upon execution and delivery, this Agreement will be a valid and binding obligation of subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies. d. 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 Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing. e. Subscriber acknowledges and agrees that there is a limited public market for the securities and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's entire investment in the securities. Subscriber also understands that an investment in Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of securities. f. Subscriber understands that Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Prospectus.
Appears in 2 contracts
Samples: Subscription Agreement (Neuralbase Ai Ltd.), Subscription Agreement (Catalyst Crew Technologies Corp.)
Representations of Subscriber. By executing this Agreement, Subscriber represents, warrants, acknowledges and agrees as follows:
4.1. Subscriber is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
4.2. The execution, delivery and performance by the Subscriber makes of this Agreement have been duly authorized by all necessary action of the following representationsSubscriber and do not and will not (a) violate any of the organizational documents of the Subscriber, declarations (b) violate any provision of any law or any governmental rule or regulation applicable to the Subscriber, or any order, judgment or decree of any court or other governmental authority binding on the Subscriber; or (c) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any instrument, agreement, contract or other obligation of the Subscriber, except, in the case of any such violation, conflict, breach or default under clauses (b) and warranties (c), as would result be reasonably expected to result in a material adverse effect on the Subscriber’s ability to consummate the transactions contemplated hereby.
4.3. This Agreement has been duly executed and delivered by the Subscriber, has been duly authorized and approved by all necessary action, and, assuming the due execution and delivery by the Company, constitutes a legally valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except for the intent public policy limitations on the enforceability of indemnification provisions for violations of the federal securities laws.
4.4. In making its decision to purchase the Shares, Subscriber represents that is has conducted and understanding completed its own due diligence and has independently made its own analysis and decision with respect to the Offering. Subscriber acknowledges that it believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Subscriber further represents that through its representatives it has had an opportunity to ask questions and receive answers from the Company will rely thereon:
a. Such Subscriber acknowledges the public availability of the Company's current prospectus (the "Prospectus") which is made available in the Company's Registration Statement on Form S-1 (File No. ___________), declared effective by the Securities and Exchange Commission on [___], 2025. This Prospectus sets forth regarding the terms and conditions of the offering of the Shares and the business, properties, prospects and financial condition of the Company and to obtain additional information (to the “Offering”extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 5 of this Agreement or the right of the Subscriber to rely thereon.
4.5. Subscriber understands that (i) the Shares being purchased hereunder have not been registered under the Securities Act, and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Shares unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; and (iii) a legend will be placed on any certificate or certificates evidencing the Shares, stating that such Shares have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Shares. Subscriber agrees not to resell the Shares without compliance with the Securities Act and any applicable state or foreign securities laws.
4.6. Subscriber (i) is acquiring the Shares 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 Shares to any other person; and (iii) agrees not to sell or otherwise transfer Subscriber’s Shares unless they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available. The undersigned is familiar with Rule 144 which imposes a holding period on Subscriber’s Shares before sales are potentially eligible to be made under Rule 144.
4.7. 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, including the fact that Subscriber could lose the entire amount of Subscriber’s investment in the Shares.
4.8. Subscriber has substantial investment expertise in private placements, venture capital offerings and start-up businesses, is familiar with the Company’s business as outlined in the SEC Reports (as defined below) and is knowledgeable about the risks associated therewith are described. Such with the business in which the Company is engaged and has such knowledge and experience in financial and business matters that Subscriber acknowledges is capable of evaluating the public availability merits and risks of an investment in the Company’s current prospectus.
b. All information herein concerning the 4.9. Subscriber is correct and complete as of the date hereof and as of the date of Closingan Accredited Investor.
c. Such subscriber 4.10. Subscriber represents and acknowledges that, alone, or together with any professional advisor(s), Subscriber has all necessary power analyzed and authority under all applicable provisions considered the risks of law to execute and deliver this Agreement. Upon execution and delivery, this Agreement will be a valid and binding obligation of subscriber, enforceable an investment in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
d. If the Subscriber is purchasing the Shares in and determined that the Shares are a fiduciary capacity suitable investment 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 Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the that Subscriber, authorizing its ’s investment in the Company and/or evidencing the satisfaction of the foregoing.
e. Subscriber acknowledges is reasonable in relation to Subscriber’s net worth and agrees that there is a limited public market for the securities financial needs and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's Subscriber’s entire investment in the securitiesShares.
4.11. Subscriber also understands that an investment (i) the Offering contemplated hereby has not been reviewed by any federal, state or other Governmental Authority 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 Company involves significant risks and connection with this Offering have not been reviewed or approved by any regulatory agency or Governmental Authority , nor has taken full cognizance of and understands all any such agency or Governmental Authority made any finding or determination as to the fairness of the risk factors Shares for investment.
4.12. Subscriber is aware that the Shares have not been registered under the Securities Act and that, except for a limited public market in shares of the Company’s Common Stock (as defined below), no established public market currently exists for the Shares and there can be no assurance that an established market will develop therefor.
4.13. Subscriber is not, and, to Subscriber’s Knowledge, no director, officer, agent, employee or Affiliate of Subscriber is (a) currently subject to, nor conducting business with the subject of, any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”), or (b) listed, nor conducting business with any person or entity listed, on any sanctions list administered by OFAC (a “Blocked Person”). Neither Subscriber nor any of its Affiliates or representatives, have taken any act that would cause Subscriber, as of the Closing, to be in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bxxxxxx Xxx 0000, as amended, or any other anti-corruption or anti-bribery laws or regulations applicable to Subscriber as of the date hereof (collectively, the “Anti-Corruption Laws”). Without limiting the generality of the foregoing, neither Subscriber nor any of its Affiliates or representatives have taken any act in violation of Anti-Corruption Laws in furtherance of a payment, an offer, a promise to pay, or an authorization or ratification of a payment of any gift, money or anything of value (a) to a Government Official or any person or entity while knowing or having reasonable grounds to believe that all or a portion of that payment will be passed on to a Government Official to obtain or retain business, or (b) to secure an improper advantage. To Subscriber’s Knowledge there is no investigation of, or request for information from, Subscriber by law enforcement officials regarding a violation or potential violation of the Anti-Corruption Laws. Subscriber and its Affiliates have received no written allegation and conducted no internal investigation related to a violation or potential violation of the Anti-Corruption Laws. Subscriber has established and continues to maintain reasonable internal controls and procedures intended to ensure compliance with the Anti-Corruption Laws, including an anti-corruption compliance policy. To Subscriber’s Knowledge, none of the officers, directors, employees, agents or members of Subscriber are or were Government Officials. No Government Official, Governmental Authority, or Blocked Person owns an interest, whether direct or, to Subscriber’s Knowledge, indirect, legal or beneficial, in Subscriber or has or will receive any legal or beneficial interest in payments made to the Company pursuant to this Agreement. Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Shares were legally derived. Subscriber is in material compliance with, and in the past have complied with, all applicable laws and regulations relating to the purchase prevention of securitiesmoney laundering of any governmental entity applicable to them or their property or in respect of their operations (“Money Laundering Laws”), including all applicable financial recordkeeping, know-your-customer and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended. No action, suit or proceeding by or before any Governmental Authority or any arbitrator involving Subscriber with respect to Money Laundering Laws is pending or, to Subscriber’s knowledge threatened.
f. 4.14. The certificates evidencing the Shares will contain a legend substantially as follows:
4.15. Subscriber expressly acknowledges and understands that that, in connection with the offer and sale of the Shares described herein to Subscriber, the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out relying upon Subscriber’s representations and warranties as contained in the Prospectusthis 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:
a. 3.1 Such Subscriber acknowledges the public availability of the Company's ’s current prospectus (offering circular which can be viewed on the "Prospectus") which SEC Xxxxx Database, under the CIK number 0001671132. This offering circular is made available in the Company's ’s most recent 1-A Registration Statement deemed qualified on Form S-1 (File No. ___________), declared effective by the Securities and Exchange Commission on [___], 20252022. This Prospectus sets forth In this offering circular it makes clear the terms and conditions of the offering of Shares (the “Offering”) Common Stock and the risks associated therewith are described. Such Subscriber acknowledges the public availability of the Company’s current prospectus.;
b. 3.2 All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
c. Such subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement. Upon execution and delivery, this Agreement will be a valid and binding obligation of subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
d. 3.3 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
e. 3.4 The Subscriber acknowledges hereby confirms that he/she has reviewed or had the opportunity to review all documents, records, and agrees that there is a limited public market for books pertaining to the securities and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's entire investment in the securities. Company.
3.5 The Subscriber also understands 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 involves significant risks and has taken full cognizance of and understands all of the risk factors relating done so to the purchase of securitiesextent the Subscriber deems necessary.
f. Subscriber understands that Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Prospectus.
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:
a. Such Subscriber acknowledges the public availability of the Company's current prospectus (the "Prospectus") which is made available in the Company's Registration Statement on Form S-1 (File No. ___________), declared effective by the Securities and Exchange Commission on [___]September 15, 20252023. This Prospectus sets forth the terms and conditions of the offering of Shares (the “Offering”) and the risks associated therewith are described. Such Subscriber acknowledges the public availability of the Company’s current prospectus.
b. All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
c. Such subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement. Upon execution and delivery, this Agreement will be a valid and binding obligation of subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
d. 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 Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
e. Subscriber acknowledges and agrees that there is a limited public market for the securities and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's entire investment in the securities. Subscriber also understands that an investment in Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of securities.
f. Subscriber understands that Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Prospectus.
Appears in 1 contract
Representations of Subscriber. By executing this Agreement, Subscriber represents, warrants, acknowledges and agrees as follows:
1.1. Subscriber is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
1.2. The execution, delivery and performance by Subscriber makes of this Agreement have been duly authorized by all necessary action of Subscriber and do not and will not (a) violate any -5- of the following representationsorganizational documents of Subscriber, declarations (b) violate any provision of any law or any governmental rule or regulation applicable to Subscriber, or any order, judgment or decree of any court or other governmental authority binding on Subscriber; or (c) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any instrument, agreement, contract or other obligation of Subscriber, except, in the case of any such violation, conflict, breach or default under clauses (b) and warranties (c), as would result be reasonably expected to result in a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby.
1.3. This Agreement has been duly executed and delivered by Subscriber, has been duly authorized and approved by all necessary action, and, assuming the due execution and delivery by the Company, constitutes a legally valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except for the intent public policy limitations on the enforceability of indemnification provisions for violations of the federal securities laws.
1.4. In making its decision to purchase the Shares, Subscriber represents that is has conducted and understanding completed its own due diligence and has independently made its own analysis and decision with respect to the Offering. Subscriber acknowledges that it believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Subscriber further represents that through its representatives it has had an opportunity to ask questions and receive answers from the Company will rely thereon:
a. Such Subscriber acknowledges the public availability of the Company's current prospectus (the "Prospectus") which is made available in the Company's Registration Statement on Form S-1 (File No. ___________), declared effective by the Securities and Exchange Commission on [___], 2025. This Prospectus sets forth regarding the terms and conditions of the offering of the Shares (the “Offering”) and the risks associated therewith are described. Such Subscriber acknowledges the public availability business, properties, prospects and financial condition of the Company’s current prospectusCompany and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 5 of this Agreement or the right of Subscriber to rely thereon.
b. All information herein concerning the 1.5. Subscriber is correct and complete as of the date hereof and as of the date of Closing.
c. Such subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement. Upon execution and delivery, this Agreement will be a valid and binding obligation of subscriber, enforceable in accordance with its terms, except understands that: (a) as limited by the Shares being purchased hereunder have not been registered under the Securities Act, and any applicable bankruptcystate securities laws, insolvency, reorganization, moratorium or other the laws of general application affecting enforcement of creditors' rights and any foreign jurisdiction; (b) as limited by general principles of equity that restrict the availability of equitable remedies.
d. If the Subscriber is purchasing cannot sell the Shares in unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; and (c) a fiduciary capacity for another person legend will be placed on any certificate or entitycertificates evidencing the Shares, including without limitation a corporation, partnership, trust stating that such Shares have not been registered under the Securities Act and setting forth or any other entity, referring to the Subscriber has been duly authorized restrictions on transferability and empowered to execute this Agreement and all other subscription documents. Upon request sales 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.
e. Subscriber acknowledges and agrees that there is a limited public market for the securities and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's entire investment in the securitiesShares. Subscriber also understands that an investment in Company involves significant risks agrees not to resell the Shares without compliance with the Securities Act and has taken full cognizance of and understands all of the risk factors relating to the purchase of securitiesany applicable state or foreign securities laws.
f. Subscriber understands that Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Prospectus.
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:
a. Such Subscriber acknowledges the public availability of the Company's current prospectus (the "Prospectus") which is made available in the Company's Registration Statement on Form S-1 (File No. ___________333-259482), declared effective by the Securities and Exchange Commission on [___]_______ __, 20252021. This Prospectus sets forth the terms and conditions of the offering of Shares (the “Offering”) and the risks associated therewith are described. Such Subscriber acknowledges the public availability of the Company’s current prospectus.
b. All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.
c. Such subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement. Upon execution and delivery, this Agreement will be a valid and binding obligation of subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
d. 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 Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
e. Subscriber acknowledges and agrees that there is a limited public market for the securities and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's entire investment in the securities. Subscriber also understands that an investment in Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of securities.
f. Subscriber understands that Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Prospectus.
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:
a. Such Subscriber acknowledges have the public availability 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 current prospectus common stock (the "ProspectusCommon 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 is made available in right will terminate upon the Company's Registration Statement on Form S-1 Qualified Public Offering (File No. ___________as defined in the Series A Certificate), declared effective by and (iv) shares of Series A Preferred will not be automatically entitled to receive or accrue dividends.
d. The Subscriber has read and understands the Securities Series A Certificate and Exchange Commission on [___]understands the rights, 2025. This Prospectus sets forth 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 offering Series A Certificate, as well as to obtain additional information necessary to verify the accuracy of Shares the written materials provided to the Subscriber and its representatives by the Company.
f. The information presented and statements made by the Subscriber 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 “Offering”) "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 risks associated therewith are describedforegoing representation will be relied upon by the Company to establish such exemptions. Such The Subscriber acknowledges that the public availability Company is not required to recognize any transfer of the Company’s current prospectus.
b. All information herein concerning Series A Preferred unless, in the Subscriber is correct and complete as opinion of the date hereof and as of the date of Closing.
c. Such subscriber has all necessary power and authority under all applicable provisions of law counsel to execute and deliver this Agreement. Upon execution and delivery, this Agreement will be a valid and binding obligation of subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
d. 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 Agreement and all other subscription documents. Upon request of 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 provide truebe able to liquidate an investment in the Company in case of an emergency or for any other reason.
j. The Subscriber's commitment to investments that are not readily marketable is not disproportionate to its net worth, complete and an investment in the Series A Preferred will not cause such commitment to become excessive. The Subscriber has adequate means of providing for its current copies of all relevant documents creating the Subscriber, authorizing needs and contingencies and has no need for liquidity with respect to its investment in the Company and/or evidencing the satisfaction Series A Preferred, and can withstand a complete loss of the foregoing.
e. Subscriber acknowledges and agrees that there is a limited public market for the securities and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's entire such investment in the securitiesSeries A Preferred. The Subscriber also understands has, either alone or with 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 Company involves significant risks and has taken full cognizance of and understands all the Series A Preferred.
k. The Subscriber acknowledges receipt of the risk factors relating documents and information which the Company has represented to Subscriber under Section 4.t. of this Agreement that it has delivered to the purchase of securitiesSubscriber.
f. Subscriber understands that Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Prospectus.
Appears in 1 contract
Representations of Subscriber. By executing this Agreement, Subscriber represents, warrants, acknowledges and agrees as follows:
1.1. Subscriber is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.
1.2. The execution, delivery and performance by Subscriber makes of this Agreement have been duly authorized by all necessary action of Subscriber and do not and will not (a) violate any of the following representationsorganizational documents of Subscriber, declarations (b) violate any provision of any law or any governmental rule or regulation applicable to Subscriber, or any order, judgment or decree of any court or other governmental authority binding on Subscriber; or (c) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any instrument, agreement, contract or other obligation of Subscriber, except, in the case of any such violation, conflict, breach or default under clauses (b) and warranties (c), as would result be reasonably expected to result in a material adverse effect on Subscriber’s ability to consummate the transactions contemplated hereby.
1.3. This Agreement has been duly executed and delivered by Subscriber, has been duly authorized and approved by all necessary action, and, assuming the due execution and delivery by the Company, constitutes a legally valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except for the intent public policy limitations on the enforceability of indemnification provisions for violations of the federal securities laws.
1.4. In making its decision to purchase the Shares, Subscriber represents that is has conducted and understanding completed its own due diligence and has independently made its own analysis and decision with respect to the Offering. Subscriber acknowledges that it believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. Subscriber further represents that through its representatives it has had an opportunity to ask questions and receive answers from the Company will rely thereon:
a. Such Subscriber acknowledges the public availability of the Company's current prospectus (the "Prospectus") which is made available in the Company's Registration Statement on Form S-1 (File No. ___________), declared effective by the Securities and Exchange Commission on [___], 2025. This Prospectus sets forth regarding the terms and conditions of the offering of the Shares (the “Offering”) and the risks associated therewith are described. Such Subscriber acknowledges the public availability business, properties, prospects and financial condition of the Company’s current prospectusCompany and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 5 of this Agreement or the right of Subscriber to rely thereon.
b. All information herein concerning the 1.5. Subscriber is correct and complete as of the date hereof and as of the date of Closing.
c. Such subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement. Upon execution and delivery, this Agreement will be a valid and binding obligation of subscriber, enforceable in accordance with its terms, except understands that: (a) as limited by the Shares being purchased hereunder have not been registered under the Securities Act, and any applicable bankruptcystate securities laws, insolvency, reorganization, moratorium or other the laws of general application affecting enforcement of creditors' rights and any foreign jurisdiction; (b) as limited by general principles of equity that restrict the availability of equitable remedies.
d. If the Subscriber is purchasing cannot sell the Shares in unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; and (c) a fiduciary capacity for another person legend will be placed on any certificate or entitycertificates evidencing the Shares, including without limitation a corporation, partnership, trust stating that such Shares have not been registered under the Securities Act and setting forth or any other entity, referring to the Subscriber has been duly authorized restrictions on transferability and empowered to execute this Agreement and all other subscription documents. Upon request sales 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.
e. Subscriber acknowledges and agrees that there is a limited public market for the securities and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's entire investment in the securitiesShares. Subscriber also understands that an investment in Company involves significant risks agrees not to resell the Shares without compliance with the Securities Act and has taken full cognizance of and understands all of the risk factors relating to the purchase of securitiesany applicable state or foreign securities laws.
f. Subscriber understands that Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Prospectus.
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:
a. 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 public availability of the Company's current prospectus (the "Prospectus") which is made available in the Company's Registration Statement on Form S-1 (File No. ___________), declared effective by the Securities accuracy and Exchange Commission on [___], 2025. This Prospectus sets forth the terms and conditions of the offering of Shares (the “Offering”) and the risks associated therewith are described. Such Subscriber acknowledges the public availability completeness of the Company’s current prospectusrepresentations, warranties and covenants made herein; (c) all of the Company’s EDGAX xxxings; and (d) written or verbal answers to all questions the Subscriber submitted to the Company regarding an investment in the Company.
b. 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 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.
c. 3.9 Such subscriber 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 power 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 authority under all applicable provisions extent of law the risks inherent in investments in securities and in the business in which the Company is engaged and intends to execute engage and deliver 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 Agreementsubscription, in whole or in part. Upon execution and deliveryThe Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, this Agreement payment will be returned to the Subscriber.
3.13 If the Subscriber is a valid and binding obligation of subscribercorporation, enforceable in accordance with its termstrust, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium partnership or other laws entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of general application affecting enforcement of creditors' rights purchasing the Shares and (b) as limited by general principles of equity that restrict the availability of equitable remediesis not prohibited from doing so.
d. 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.
e. Subscriber acknowledges and agrees that there is a limited public market for the securities and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's entire investment in the securities. Subscriber also understands that an investment in Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of securities.
f. Subscriber understands that Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Prospectus.
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:
a. 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 public availability of the Company's current prospectus (the "Prospectus") which is made available in the Company's Registration Statement on Form S-1 (File No. ___________), declared effective by the Securities accuracy and Exchange Commission on [___], 2025. This Prospectus sets forth the terms and conditions of the offering of Shares (the “Offering”) and the risks associated therewith are described. Such Subscriber acknowledges the public availability completeness of the Company’s current prospectusrepresentations, 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.
b. 3.2 Such Subscriber understands that an investment in the Shares involves substantial risks and Subscriber recognizes and 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 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.
c. 3.9 Such subscriber 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 power 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 authority under all applicable provisions extent of law the risks inherent in investments in securities and in the business in which the Company is engaged and intends to execute engage and deliver 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 Agreementsubscription, in whole or in part. Upon execution and deliveryThe Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, this Agreement payment will be returned to the Subscriber.
3.13 If the Subscriber is a valid and binding obligation of subscribercorporation, enforceable in accordance with its termstrust, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium partnership or other laws entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of general application affecting enforcement of creditors' rights purchasing the Shares and (b) as limited by general principles of equity that restrict the availability of equitable remediesis not prohibited from doing so.
d. 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.
e. Subscriber acknowledges and agrees that there is a limited public market for the securities and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's entire investment in the securities. Subscriber also understands that an investment in Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of securities.
f. Subscriber understands that Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Prospectus.
Appears in 1 contract
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 including but not limited the risk of economic losses from operations of the Company, and warranties 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 concerning the Company and its financial condition and prospects, as well as to obtain additional information necessary to verify the accuracy of the written materials provided to Subscriber and its representatives by the Company.
(iv) Subscriber understands that the Securities 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 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, with such transfer would not result in a violation of any federal or state law regarding the intent offer and understanding sale of securities and has the capacity to protect its own interests.
(v) Subscriber agrees to 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 Company will rely thereon:
a. Such Subscriber acknowledges the public availability transferability of the Company's current prospectus (Securities, that there is no market for the "Prospectus") which Securities, and that it is made available in the Company's Registration Statement on Form S-1 (File Nopossible that such a market will never develop. ___________)Accordingly, declared effective by the Securities and Exchange Commission on [___], 2025. This Prospectus sets forth the terms and conditions of the offering of Shares (the “Offering”) and the risks associated therewith are described. Such Subscriber acknowledges the public availability of the Company’s current prospectus.
b. All information herein concerning the Subscriber it is correct and complete as of the date hereof and as of the date of Closing.
c. Such subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement. Upon execution and delivery, this Agreement will be a valid and binding obligation of subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity unlikely that restrict the availability of equitable remedies.
d. 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 Agreement and all other subscription documents. Upon request of the Company, the Subscriber will provide truebe able to liquidate an investment in the Company in case of an emergency or for any other reason.
(vii) Subscriber's commitment to investments that are not readily marketable is not disproportionate to its net worth, complete and an investment in the Securities will not cause such commitment to become excessive. Subscriber has adequate means of providing for its current copies of all relevant documents creating the Subscriber, authorizing needs and contingencies and has no need for liquidity with respect to its investment in the Company and/or evidencing Securities, and can withstand a complete loss of its investment. Subscriber has, either alone or with a purchaser representative, such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the satisfaction merits and risks of the foregoing.
e. Subscriber acknowledges and agrees that there is a limited public market for the securities and Subscriber acknowledges that subscriber is able to bear the economic risk of losing subscriber's entire an investment in the securities. Subscriber also understands that an investment in Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of securitiesSecurities.
f. (viii) Subscriber understands that Company is subject to all qualifies as an "accredited investor" for purposes of Regulation D promulgated under the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the ProspectusSecurities Act of 1993.
Appears in 1 contract
