Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company, the Company's officers, directors, employees, attorneys, agents and any person who has solicited this subscription as follows: (a) The undersigned has adequate means of providing for his or her current needs and possible personal contingencies, and he or she has no need in the foreseeable future to sell the Offered Shares. The undersigned is able to accommodate the economic risks of the undersigned’s signature purchased of Offered Shares, and the undersigned has sufficient net worth to sustain a loss of his or her investment in the Company, or a portion thereof, in the event of such loss should occur. (b) The undersigned has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Company. (c) The undersigned confirms that all documents, records and books, pertaining to his or her proposed investment in the Company have been made available to the undersigned. (d) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's behalf, concerning the terms and conditions of his or her proposed investment in the Company, and all such questions have been answered to the complete satisfaction of the undersigned. (e) The Offered Shares will be acquired by the undersigned for his or her own account for investment in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended ("Act"), or any state Blue Sky law. (f) The undersigned understands that the offer and sale of the Offered Shares in the individual states in transactions which satisfy the requirements of Rule 504 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA "). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506. (g) The undersigned represents that it has been called to his or her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed investment in the Company, that the Company has no history of operation and no earnings and that the undersigned proposed investment in the Company involves significant risks which may result in the loss of that investment, or a portion thereof. (h) The undersigned has received no representations or warranties in making his or her investment decision. (i) The undersigned acknowledges and agrees that the Company has made available to the undersigned or his or her personal advisors the opportunity to obtain appropriate information to evaluate the merits and risks of an investment in the Company. (j) The undersigned understands that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has made any finding or determination relating to the fairness of any purchase of the Offered Shares and that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has or will recommend or endorse a purchase of the Offered Shares. (k) The undersigned is now a bona fide citizen of the United States of America and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification number. The undersigned has no current intention of becoming a resident of any other state or jurisdiction. If the undersigned is a corporation, partnership, trust or other form of business organization, the undersigned represents and warrants that the undersigned was formed pursuant to the laws of_____________________, and the undersigned's principal place of business is within such state, and that the undersigned was not organized for the purpose of acquiring Offered Shares. (l) The undersigned hereby represents and warrants that the undersigned's total purchase of Offered Shares shall not exceed 10% of the undersigned's net worth. (m) By initialing where indicated and appropriate below, the undersigned hereby represents and warrants that the undersigned is an " Accredited Investor " , as defined by the provisions of Rule 501 of Regulation D promulgated pursuant to the Act, and falls within one of the following categories: (1) The undersigned is a director or executive officer of the Company, or any director, executive, executive officer, or general partner of a general partner of the Company; or (2) The undersigned is a natural person whose individual net worth, or joint net worth with the undersigned's spouse, at the time of his or her purchase exceeds $1,000,000.00 USD; or (3) The undersigned is a natural person who had an individual income in excess of $200,000.00 USD in each of the most recent years or joint income with the undersigned's spouse in excess of $300,000.00 USD in each of those years and has a reasonable expectation of having the same income level in the current year; or (4) The undersigned is a trust, with total assets in excess of $5,000,000.00 USD, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Regulation 230. 504(b)(2)(ii) promulgated pursuant to the Act; or _______ (5) The undersigned is an entity in which all of the equity owners are accredited Investors. Initials
Appears in 9 contracts
Samples: Subscription Agreement (DRS Inc.), Subscription Agreement (DRS Inc.), Subscription Agreement (DRS Inc.)
Representations, Warranties and Covenants of the Undersigned. The undersigned Theundersigned hereby represents and warrants to and covenants with the Company, the Company's officers, directors, employees, attorneys, agents and any person who has solicited this subscription as follows:
(a) a. The undersigned has adequate means of providing for his or her current needs and possible personal contingencies, and he or she has no need in the foreseeable future to sell the Offered Shares. The undersigned is able to accommodate the economic risks of the undersigned’s signature purchased 's purchase of Offered Shares, and the undersigned has a sufficient net worth to sustain a loss of his or her investment in the Company, or a portion thereof, in the event of such loss should occur.
(b) b. The undersigned has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Company.
(c) c. The undersigned confirms that all documents, records and books, pertaining to his or her proposed investment in the Company have been made available to the undersigned.
(d) d. The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's behalf, concerning the terms and conditions of his or her proposed investment in the Company, and all such questions have been answered to the complete satisfaction of the undersigned.
(e) e. The Offered Shares will be acquired by the undersigned for his or her own account for investment in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended ("Act"), or any state Blue Sky law.
(f) f. The undersigned understands that the offer and sale of the Offered Shares in the individual states in transactions which satisfy the requirements of Rule 504 506 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA NSMIA"). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(g) g. The undersigned represents that it has been called to his or her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed investment in the Company, that the Company has no history of operation and no earnings and that the undersigned undersigned's proposed investment in the Company involves significant risks which may result in the loss of that investment, or a portion thereof.
(h) h. The undersigned has received no representations or warranties in making his or her investment decision.
(i) i. The undersigned acknowledges and agrees that the Company has have made available to the undersigned or his or her personal advisors the opportunity Opportunity to obtain appropriate information to evaluate the merits and risks of an investment in the Company.
(j) j. The undersigned understands that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has made any finding or determination relating to the fairness of any purchase of the Offered Shares and that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has or will recommend or endorse a purchase of the Offered Shares.
(k) k. The undersigned is now a bona fide citizen of the United States of America and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification number. The undersigned has no current intention of becoming a resident of any other state or jurisdiction. If the undersigned is a corporation, partnership, trust or other form of business organization, the undersigned represents and warrants that the undersigned was formed pursuant to the laws of_____________________of , and the undersigned's principal place of business is within such state, and that the undersigned was not organized for the purpose of acquiring Offered Shares.
(l) l. The undersigned hereby represents and warrants that the undersigned's total purchase of Offered Shares shall not exceed 10% of the undersigned's net worth.
(m) . By initialing where indicated and appropriate below, the undersigned hereby represents and warrants that the undersigned is an " "Accredited Investor " Investor", as defined by the provisions of Rule 501 of Regulation D promulgated pursuant to the Act, and falls within one of the following categories:
(1) The undersigned is a director or executive officer of the issuer Company, or any a director, executive, executive officer, or general partner of a general partner of the Company; or
(2) The undersigned is a natural person whose individual net worth, or joint worth oint net worth with the undersigned's spouse, at the time of his or her purchase exceeds $1,000,000.00 USD1,000,000; or
(3) The undersigned is a natural person who had an individual income in excess of $200,000.00 USD 200,000 in each of the 2 most recent years or joint income with the undersigned's spouse in excess of $300,000.00 USD 300,000 in each of those years and has a reasonable expectation of having the same income level in the current year; or
(4) The undersigned is a trust, with total assets in excess of $5,000,000.00 USD3,750,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Regulation 230. 504(b)(2)(ii230.506(b)(2)(ii) promulgated pursuant to the Act; or _______ or
(5) The undersigned is an entity in which all of the equity owners are accredited Accredited Investors. Initials.
Appears in 3 contracts
Samples: Subscription Agreement (TotalMed Systems, Inc.), Subscription Agreement (TotalMed Systems, Inc.), Subscription Agreement (TotalMed Systems, Inc.)
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company, the Company's officers, directors, employees, attorneys, agents and any person who has solicited this subscription as follows:
(a) The undersigned has adequate means of providing for his or her current needs and possible personal contingencies, and he or she has no need in the foreseeable future to sell the Offered Shares. The undersigned is able to accommodate the economic risks of the undersigned’s signature purchased of Offered Shares, and the undersigned has sufficient net worth to sustain a loss of his or her investment in the Company, or a portion thereof, in the event of such loss should occur.
(b) The undersigned has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Company.
(c) The undersigned confirms that all documents, records and books, pertaining to his or her proposed investment in the Company have been made available to the undersigned.
(d) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's behalf, concerning the terms and conditions of his or her proposed investment in the Company, and all such questions have been answered to the complete satisfaction of the undersigned.
(e) The Offered Shares will be acquired by the undersigned for his or her own account for investment in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended ("Act"), or any state Blue Sky law.
(f) The undersigned understands that the offer and sale of the Offered Shares in the individual states in transactions which satisfy the requirements of Rule 504 506 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA "). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(g) The undersigned represents that it has been called to his or her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed investment in the Company, that the Company has no history of operation and no earnings and that the undersigned proposed investment in the Company involves significant risks which may result in the loss of that investment, or a portion thereof.
(h) The undersigned has received no representations or warranties in making his or her investment decision.
(i) The undersigned acknowledges and agrees that the Company has made available to the undersigned or his or her personal advisors the opportunity to obtain appropriate information to evaluate the merits and risks of an investment in the Company.
(j) The undersigned understands that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has made any finding or determination relating to the fairness of any purchase of the Offered Shares and that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has or will recommend or endorse a purchase of the Offered Shares.
(k) The undersigned is now a bona fide citizen of the United States of America and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification number. The undersigned has no current intention of becoming a resident of any other state or jurisdiction. If the undersigned is a corporation, partnership, trust or other form of business organization, the undersigned represents and warrants that the undersigned was formed pursuant to the laws ofof ________________________________, and the undersigned's principal place of business is within such state, and that the undersigned was not organized for the purpose of acquiring Offered Shares.
(l) The undersigned hereby represents and warrants that the undersigned's total purchase of Offered Shares shall not exceed 10% of the undersigned's net worth.
(m) By initialing where indicated and appropriate below, the undersigned hereby represents and warrants that the undersigned is an " Accredited Investor " , as defined by the provisions of Rule 501 of Regulation D promulgated pursuant to the Act, and falls within one of the following categories:
: _______ (1) Initials The undersigned is a director or executive officer of the Company, or any director, executive, executive officer, or general partner of a general partner of the Company; or
(2) The undersigned is a natural person whose individual net worth, or joint net worth with the undersigned's spouse, at the time of his or her purchase exceeds $1,000,000.00 USD; or
(3) The undersigned is a natural person who had an individual income in excess of $200,000.00 USD in each of the most recent years or joint income with the undersigned's spouse in excess of $300,000.00 USD in each of those years and has a reasonable expectation of having the same income level in the current year; or
(4) The undersigned is a trust, with total assets in excess of $5,000,000.00 USD, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Regulation 230. 504(b)(2)(ii) promulgated pursuant to the Act; or _______ (5) The undersigned is an entity in which all of the equity owners are accredited Investors. Initials
Appears in 3 contracts
Samples: Subscription Agreement (Nova Technologies USA, Inc.), Subscription Agreement (Nova Technologies USA, Inc.), Subscription Agreement (Nova Technologies USA, Inc.)
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby acknowledges, represents and warrants to to, and covenants with the Companyand agrees with, the Company's officers, directors, employees, attorneys, agents and any person who has solicited this subscription Company as follows:
(a) the undersigned understands that the offering and sale of the Preferred Stock is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder and in accordance therewith and in furtherance thereof, the undersigned represents and warrants to and agrees with the Company as follows:
(i) The undersigned has carefully reviewed the Company's Annual Report on Form 10-K for the year December 31, 2002, as amended, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and any other documents publicly filed by the Company with the SEC since December 31, 2002;
(ii) The undersigned acknowledges that all documents, records and books pertaining to this investment have been made available for inspection by the undersigned, his or her attorney, accountant or purchaser representative;
(iii) The undersigned and his or her advisor(s) have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Preferred Stock and related matters and all such questions have been answered to the full satisfaction of the undersigned;
(iv) No oral or written representations have been made by the Company other than as stated herein, and no oral or written information furnished to the undersigned or his or her advisor(s) in connection with the offering of the Preferred Stock and related matters were in any way inconsistent with the information stated herein;
(v) The undersigned is not subscribing for the Preferred Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the undersigned in connection with investments in securities generally;
(vi) The undersigned has reached the age of majority in the state in which the undersigned resides, has adequate means of providing for his or her the undersigned's current financial needs and possible personal contingencies, and he or she is able to bear the substantial economic risks of an investment in the Preferred Stock for an indefinite period of time, has no need for liquidity in such investment and, at the foreseeable future to sell the Offered Shares. The undersigned is able to accommodate the economic risks of the undersigned’s signature purchased of Offered Sharespresent time, and the undersigned has sufficient net worth to sustain could afford a complete loss of his or her investment in the Company, or a portion thereof, in the event of such loss should occur.investment;
(bvii) The undersigned has such knowledge and experience in financial financial, tax and business matters that he or she is capable of evaluating the merits and risks of an investment in the Company.
(c) The undersigned confirms that all documents, records and books, pertaining so as to his enable him or her proposed investment in to utilize the Company have been information made available to the undersigned.
(d) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's behalf, concerning the terms and conditions of his him or her proposed investment in the Company, and all such questions have been answered to the complete satisfaction of the undersigned.
(e) The Offered Shares will be acquired by the undersigned for his or her own account for investment in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended ("Act"), or any state Blue Sky law.
(f) The undersigned understands that the offer and sale of the Offered Shares in the individual states in transactions which satisfy the requirements of Rule 504 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA "). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(g) The undersigned represents that it has been called to his or her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed investment in the Company, that offering of the Company has no history of operation and no earnings and that the undersigned proposed investment in the Company involves significant risks which may result in the loss of that investment, or a portion thereof.
(h) The undersigned has received no representations or warranties in making his or her investment decision.
(i) The undersigned acknowledges and agrees that the Company has made available to the undersigned or his or her personal advisors the opportunity to obtain appropriate information Preferred Stock to evaluate the merits and risks of an investment in the Company.Preferred Stock and to make an informed investment decision with respect thereto;
(j) The undersigned understands that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has made any finding or determination relating to the fairness of any purchase of the Offered Shares and that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has or will recommend or endorse a purchase of the Offered Shares.
(kviii) The undersigned is now a bona fide citizen of not relying on the United States of America and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification number. The undersigned has no current intention of becoming a resident of any other state or jurisdiction. If the undersigned is a corporation, partnership, trust or other form of business organization, the undersigned represents and warrants that the undersigned was formed pursuant Company with respect to the laws of_____________________tax and other economic considerations of an investment, and the undersigned's principal place of business is within such stateundersigned has relied on the advice of, and that the undersigned was not organized for the purpose of acquiring Offered Shares.or has consulted with, only his or her own advisors;
(lix) The undersigned hereby represents and warrants that either (A) had income of more than $200,000 in each of the most recent two years or joint income with the undersigned's total purchase spouse in excess of Offered Shares shall not exceed 10% $300,000 in each of the undersigned's net worth.
most recent two years and reasonably expects to reach that same income level for the current year or (mB) By initialing where indicated and appropriate below, the undersigned hereby represents and warrants that the undersigned is has an " Accredited Investor " , as defined by the provisions of Rule 501 of Regulation D promulgated pursuant to the Act, and falls within one of the following categories:
(1) The undersigned is a director or executive officer of the Company, or any director, executive, executive officer, or general partner of a general partner of the Company; or
(2) The undersigned is a natural person whose individual net worth, or joint net worth with the undersigned's spouse, at in excess of $1,000,000.
(x) The undersigned will not sell or otherwise transfer the time Preferred Stock or the shares of Common Stock issuable upon conversion of the Preferred Stock without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that he or she must bear the economic risk of his or her purchase exceeds $1,000,000.00 USDfor an indefinite period of time because, among other reasons, the Preferred Stock and the shares of Common Stock issuable upon conversion of the Preferred Stock have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless the securities are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless an exemption from such registration is available in the opinion of counsel for the holder, which counsel and opinion are reasonably satisfactory to counsel for the Company. The undersigned represents that he or she currently is, and if he or she converts the Preferred Stock, he or she will be deemed to be representing that at that time, he or she is, willing and able to bear the economic risk of his or her investment in the Preferred Stock (including the shares of Common Stock issuable upon conversion of the Preferred Stock), has no need for liquidity with respect thereto, is able to sustain a complete loss of his or her investment, and is purchasing the Preferred Stock (including the shares of Common Stock issuable upon conversion of the Preferred Stock), for his or her own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act. The undersigned is aware that an exemption from the registration requirements of the Securities Act pursuant to Rule 144 promulgated thereunder is not presently available; orthat the Company has no obligation to make available an exemption from the registration requirements pursuant to such Rule 144 or any successor rule for resale of the Preferred Stock or the shares of Common Stock issuable upon conversion of the Preferred Stock; and that even if an exemption under Rule 144 were available, Rule 144 permits only routine sales of securities in limited amounts in accordance with the terms and conditions of such Rule 144. The undersigned further acknowledges that there is presently no market for the purchase and sale of the Preferred Stock and that no such market may ever exist; and
(3xi) The undersigned is agrees that the following legend or a natural person who had an individual income in excess substantially similar legend may be placed on the certificate or certificates representing the Preferred Stock and the shares of $200,000.00 USD in each Common Stock issuable upon conversion of the most recent years or joint income Preferred Stock and a stop transfer order may be placed with the respect thereto: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND CAN NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.
(b) The undersigned's spouse overall commitment to investments which are not readily marketable is reasonable in excess of $300,000.00 USD in each of those years and has a reasonable expectation of having the same income level in the current year; orrelation to his or her net worth.
(4c) The undersigned acknowledges:
(i) That he or she is aware that investment in the Preferred Stock involves a trust, with total assets in excess number of $5,000,000.00 USD, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Regulation 230. 504(b)(2)(ii) promulgated pursuant to the Actvery significant risks; or _______ and
(5ii) The undersigned is an entity in which all representations, warranties and agreements of the equity owners are accredited Investors. Initialsundersigned contained herein shall survive the execution and delivery of this Subscription Agreement and the purchase of the Preferred Stock subscribed for hereby.
(d) If requested by the Company in connection with the Rights Offering, the undersigned agrees to vote, or execute a written consent with respect to, all securities of the Company as to which the undersigned has voting power (including the shares of Preferred Stock subscribed for herewith) in favor of amending the Company's Certificate of Incorporation in order to increase the number of shares of Common Stock which the Company is authorized to issue.
Appears in 2 contracts
Samples: Subscription Agreement (Alpine Group Inc /De/), Subscription Agreement (Alpine Group Inc /De/)
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company, the Company's officers, directors, employees, attorneys, agents and any person who has solicited this subscription as follows:
(a) The undersigned has adequate means of providing for his or her current needs and possible personal contingencies, and he or she has no need in the foreseeable future to sell the Offered SharesUnits or any of the Company’s securities underlying the Offered Units. The undersigned is able to accommodate the economic risks of the undersigned’s signature purchased 's purchase of Offered SharesUnits or any of the Company’s securities underlying the Offered Units, and the undersigned has a sufficient net worth to sustain a loss of his or her investment in the Company, or a portion thereof, in the event of such loss should occur.
(b) The undersigned has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Company.
(c) The undersigned confirms that all documents, records and books, pertaining to his or her proposed investment in the Company have been made available to the undersigned.
(d) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's behalf, concerning the terms and conditions of his or her proposed investment in the Company, and all such questions have been answered to the complete satisfaction of the undersigned.
(e) The Offered Shares Units will be acquired by the undersigned for his or her own account for investment in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended ("“Act"”), or any state Blue Sky law.
(f) The undersigned understands that the offer and sale of the Offered Shares Units or any of the Company’s securities underlying the Offered Units in the individual states in transactions which satisfy the requirements of Rule 504 506 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA "“NSMIA”). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(g) The undersigned represents that it has been called to his or her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed investment in the Company, that the Company has no a limited history of operation and no minimal earnings and that the undersigned undersigned's proposed investment in the Company involves significant risks which may result in the loss of that investment, or a portion thereof.
(h) The undersigned has received no representations or warranties in making his or her investment decision.
(i) The undersigned acknowledges and agrees that the Company has made available to the undersigned or his or her personal advisors the opportunity to obtain appropriate information to evaluate the merits and risks of an investment in the Company.
(j) The undersigned understands that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has made any finding or determination relating to the fairness of any purchase of the Offered Shares Units or any of the Company’s securities underlying the Offered Units and that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has or will recommend or endorse a purchase of the Offered SharesUnits or any of the Company’s securities underlying the Offered Units.
(k) The undersigned is now a bona fide citizen of the United States of America and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification number. The undersigned has no current intention of becoming a resident of any other state or jurisdiction. If the undersigned is a corporation, partnership, trust or other form of business organization, the undersigned represents and warrants that the undersigned was formed pursuant to the laws ofof ____________________________________, and the undersigned's principal place of business is within such state, and that the undersigned was not organized for the purpose of acquiring Offered SharesUnits or any of the Company’s securities underlying the Offered Units.
(l) The undersigned hereby represents and warrants that the undersigned's total purchase of Offered Shares Units shall not exceed 10% of the undersigned's net worth.
(m) By initialing where indicated and appropriate below, the undersigned hereby represents and warrants that the undersigned is an " “Accredited Investor " Investor”, as defined by the provisions of Rule 501 of Regulation D promulgated pursuant to the Act, and falls within one of the following categories:
______ (1) The undersigned is a director or executive officer of the Company, or any director, executive, executive officer, or general partner of a general partner of the Company; or
(2) The undersigned is a natural person whose individual net worth, or joint net worth with the undersigned's spouse, at the time of his or her purchase exceeds $1,000,000.00 USD; or
(3) The undersigned is a natural person who had an individual income in excess of $200,000.00 USD in each of the most recent years or joint income with the undersigned's spouse in excess of $300,000.00 USD in each of those years and has a reasonable expectation of having the same income level in the current year; or
(4) The undersigned is a trust, with total assets in excess of $5,000,000.00 USD, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Regulation 230. 504(b)(2)(ii) promulgated pursuant to the Act; or _______ (5) The undersigned is an entity in which all of the equity owners are accredited Investors. Initialsinitials
Appears in 1 contract
Samples: Subscription Agreement (Tsevni Real Estate Group Inc)
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company, the Company's officers, directors, employees, attorneys, agents and any person who has solicited this subscription Company as follows:
(a) The undersigned understands that the following information is being furnished to determine whether sales of the Shares may be made to the undersigned pursuant to Section 4(2) of the Securities Act of 1933 (the “1933 Act”) and applicable state securities laws. The undersigned understands that the information contained herein will be relied upon for purposes of such determination and the Shares will not be registered under the 1933 Act in reliance upon the exemption from registration provided by Section 4(2) of the 1933 Act. The undersigned represents and warrants to the Company and its officers, directors, agents and employees that (i) the information contained herein is complete and accurate and may be relied upon by such parties and (ii) the undersigned will notify the Company immediately of any change in any of such information occurring prior to the closing of the purchase of any Shares by the undersigned. All information furnished herein or hereby is for the sole use of the Company and the Company’s representatives and counsel and will be held in confidence by such persons, except that this Agreement may be furnished to such parties as may be deemed desirable to establish compliance with federal, state or foreign securities laws.
(b) The undersigned is an “accredited investor”, as defined in Regulation D as promulgated pursuant to the 1933 Act, and certain state securities laws, and has initialed each of the following definitions which are applicable to the undersigned. The undersigned is (initial at least one): Initial (i) A bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, 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;
(ii) A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;
(iii) An organization described in Section 501(c)(3) of the Internal Revenue Code, 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;
(iv) A director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; TB
(v) A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000;
(vi) A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
(vii) 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); or
(viii) An entity in which all of the equity owners are accredited investors.
(c) The undersigned has adequate net worth and means of providing for his or his/her current needs and possible personal contingencies, and he or she the undersigned has no need, and anticipates no need in the foreseeable future future, to sell the Offered SharesShares for which the undersigned hereby subscribes. The undersigned is able to accommodate bear the economic risks of this investment and, consequently, without limiting the undersigned’s signature purchased generality of Offered Sharesthe foregoing, and the undersigned is able to hold his Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of his or her entire investment in the Company, or a portion thereof, Company in the event of such loss should occur. The overall commitment by the undersigned to investments that are not readily marketable is not disproportionate to his net worth, and his acquisition of Shares will not cause such overall commitment to become excessive.
(bd) The undersigned has such knowledge and experience in financial and business matters that he or she the undersigned is capable of evaluating the merits and risks of an investment in the CompanyShares.
(ce) The undersigned confirms that all documents, records records, and books, books pertaining to his or her the undersigned’s proposed investment in the Company have been made available to the undersigned.
(df) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's ’s behalf, concerning the terms and conditions of his or her proposed investment in the Companythis investment, and all such questions have been answered to the complete full satisfaction of the undersigned.
(eg) The Offered Shares for which the undersigned hereby subscribes will be acquired by for the undersigned for his or her undersigned’s own account for investment and not with the view toward resale or redistribution in a manner which would not require registration under the 1933 Act, and the undersigned does not now have any reason to anticipate any change in the undersigned’s circumstances or qualification pursuant other particular occasion or event which would cause the undersigned to the provisions of the Securities Act of 1933, as amended ("Act"), or any state Blue Sky lawsell his Shares.
(f) The undersigned understands that the offer and sale of the Offered Shares in the individual states in transactions which satisfy the requirements of Rule 504 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA "). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(gh) The undersigned represents that it has been called to his or his/her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed attention, that an investment in the Company, that the Company has no history Shares involves a high degree of operation and no earnings and that the undersigned proposed investment in the Company involves significant risks risk which may result in the loss of that the total amount of the undersigned’s investment, or a portion thereof.
(h) The undersigned has received no representations or warranties in making his or her investment decision.
(i) The undersigned is now a bona fide individual resident of the state set forth herein and the address and social security number or federal tax identification number set forth herein is the true and correct residence and social security number or federal tax identification number of the undersigned. The undersigned has no present intention of becoming a resident of any other state or jurisdiction.
(j) The undersigned acknowledges and agrees that the Company has made available to the undersigned or his or her the undersigned’s personal advisors the opportunity to obtain appropriate additional information to verify the accuracy of the information contained in the disclosure materials and to evaluate the merits and risks of an this investment, including, but not limited to, the income tax consequences of the investment. The undersigned represents that, by reason of his/her business and financial experience, the undersigned has acquired the capacity to protect his/her own interest in investments of this nature. In reaching the conclusion that the undersigned desires to acquire the Shares, the undersigned has carefully evaluated his/her financial resources and investment in position and the Companyrisks associated with this investment and acknowledges that he/she is able to bear the economic risks of this investment.
(jk) The Shares has been offered to the undersigned without any form of general solicitation or advertising of any type by or on behalf of the Company or any of its officers, directors, employees or agents, or any other person.
(l) The undersigned understands that neither the Securities and Exchange Commission SEC nor any Securities Administrator or similar person securities administrator of any state or province has made any finding or determination relating to the fairness of any purchase of an investment in the Offered Shares and that neither the Securities and Exchange Commission SEC nor any Securities Administrator or similar person securities administrator of any state or province has or will recommend or endorse a purchase any offering of the Offered Shares.
(k) The undersigned is now a bona fide citizen of the United States of America and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification number. The undersigned has no current intention of becoming a resident of any other state or jurisdiction. If the undersigned is a corporation, partnership, trust or other form of business organization, the undersigned represents and warrants that the undersigned was formed pursuant to the laws of_____________________, and the undersigned's principal place of business is within such state, and that the undersigned was not organized for the purpose of acquiring Offered Shares.
(l) The undersigned hereby represents and warrants that the undersigned's total purchase of Offered Shares shall not exceed 10% of the undersigned's net worth.
(m) By initialing where indicated and appropriate below, the undersigned hereby represents and warrants that the undersigned is an " Accredited Investor " , as defined by the provisions of Rule 501 of Regulation D promulgated pursuant to the Act, and falls within one of the following categories:
(1) The undersigned is a director or executive officer of the Company, or any director, executive, executive officer, or general partner of a general partner of the Company; or
(2) The undersigned is a natural person whose individual net worth, or joint net worth with the undersigned's spouse, at the time of his or her purchase exceeds $1,000,000.00 USD; or
(3) The undersigned is a natural person who had an individual income in excess of $200,000.00 USD in each of the most recent years or joint income with the undersigned's spouse in excess of $300,000.00 USD in each of those years and has a reasonable expectation of having the same income level in the current year; or
(4) The undersigned is a trust, with total assets in excess of $5,000,000.00 USD, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Regulation 230. 504(b)(2)(ii) promulgated pursuant to the Act; or _______ (5) The undersigned is an entity in which all of the equity owners are accredited Investors. Initials
Appears in 1 contract
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company, the Company's officersattorneys, directors, employeesofficers, attorneysagents, agents and employees and any person who has solicited this subscription as follows:
(a) The undersigned has adequate means of providing for his or her the undersigned’s current needs and possible personal financial contingencies, and he or she has no need in the foreseeable future to sell the Offered Shares. The undersigned is able to accommodate the economic risks of the undersigned’s signature purchased 's purchase of Offered Sharesthe Shares and the Warrants, and the undersigned has a sufficient net worth to sustain a loss of his or her the undersigned’s investment in the Company, or a portion thereof, in the event of such loss should occur.
(b) The undersigned has such knowledge sophistication, knowledge, and experience in financial and business matters that he or she the undersigned is capable of evaluating the merits and risks of an investment in the Company.
(c) The undersigned confirms that all All documents, records records, and books, books pertaining to his or her the undersigned’s proposed investment in the Company have been made available to the undersigned.
(d) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's behalf, concerning the terms and conditions of his or her the undersigned’s proposed investment in the Company, and all such questions have been answered to the full and complete satisfaction of the undersigned.
(e) The Offered Shares will be acquired by the undersigned for his or her own account for investment in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended ("Act"), or any state Blue Sky law.
(f) The undersigned understands that the offer and sale of the Offered Shares in the individual states in transactions which satisfy the requirements of Rule 504 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA "). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(g) The undersigned represents that (i) it has been called to his or her attention by those provisions of the Memorandum and undersigned’s attention, by those persons with whom the undersigned has dealt in connection with his or her the undersigned’s proposed investment in the Company, that the Company has no history of operation and no earnings and that the undersigned undersigned’s proposed investment in the Company involves significant risks which may result in the loss of the total amount of that investment, ; and (ii) no assurances are or have been made regarding any advantages which may inure to the benefit of undersigned as a portion thereofresult of the undersigned’s investment in the Company.
(h) The undersigned has received no representations or warranties in making his or her investment decision.
(if) The undersigned acknowledges and agrees that the Company has made available to the undersigned or his or her personal the undersigned’s advisors the opportunity to obtain appropriate additional information to evaluate the merits and risks of an investment in the Company.
(jg) The undersigned understands that neither Neither the Securities and Exchange Commission nor any Securities Administrator securities administrator or similar person of any state or province jurisdiction has made any finding or determination relating to the fairness of any purchase of the Offered Shares or the Warrants, and that neither the Securities and Exchange Commission nor any Securities Administrator securities administrator or similar person of any state or province jurisdiction has or will recommend or endorse a purchase of the Offered SharesShares or the Warrants.
(h) The undersigned has neither received nor relied on any representations, warranties, or covenants from the Company relating to the undersigned’s purchase of the Shares and the Warrants.
(i) The undersigned is not a "U.S. person" as defined below. A “non-U.S. person” is any person that is not a "U.S. Person". A “U.S. Person” is (i) any natural person residing in the United States of America; (ii) any partnership or corporation organized or incorporated pursuant to the laws of the United States of America; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States of America; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States of America; and (viii) any partnership or corporation if (a) organized or incorporated pursuant to the laws of any foreign jurisdiction; and (b) formed by a U.S. person principally for the purpose of investing in securities not registered pursuant to the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D) who are not natural persons, estates or trusts.
(j) The Shares and the Warrants and have not been registered pursuant to the provisions of the Act, because of the exemption specified by the provisions of Regulation S.
(k) The undersigned is now a bona fide citizen of the United States of America and a bona fide resident of the state set forth below Shares and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification number. The undersigned has no current intention of becoming a resident of any other state or jurisdiction. If Warrants will be acquired by the undersigned in a manner which is a corporation, partnership, trust or other form consistent with the exemption from registration specified by the provisions of business organization, Regulation S promulgated by the undersigned represents and warrants that the undersigned was formed pursuant to the laws of_____________________, and the undersigned's principal place of business is within such state, and that the undersigned was not organized for the purpose of acquiring Offered SharesCommission.
(l) The undersigned hereby represents Any and warrants that the undersigned's total purchase of Offered Shares shall not exceed 10% of the undersigned's net worth.
all hedging transactions (mshortselling) By initialing where indicated and appropriate below, conducted by the undersigned hereby represents with respect to the Shares and warrants that the undersigned is an " Accredited Investor " , as defined by Warrants shall be conducted in compliance with the provisions of Rule 501 of Regulation D promulgated pursuant to the Act, and falls within one of the following categories:
(1) The undersigned is a director or executive officer of the Company, or any director, executive, executive officer, or general partner of a general partner of the Company; or
(2) The undersigned is a natural person whose individual net worth, or joint net worth with the undersigned's spouse, at the time of his or her purchase exceeds $1,000,000.00 USD; or
(3) The undersigned is a natural person who had an individual income in excess of $200,000.00 USD in each of the most recent years or joint income with the undersigned's spouse in excess of $300,000.00 USD in each of those years and has a reasonable expectation of having the same income level in the current year; or
(4) The undersigned is a trust, with total assets in excess of $5,000,000.00 USD, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Regulation 230. 504(b)(2)(ii) promulgated pursuant to the Act; or _______ (5) The undersigned is an entity in which all of the equity owners are accredited Investors. Initials.
Appears in 1 contract
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company, the Company's ’s officers, directors, employees, attorneys, agents and any person who has solicited this subscription as follows:
(a) The undersigned has adequate means of providing for his or her current needs and possible personal contingencies, and he or she has no need in the foreseeable future to sell the Offered SharesUnits or shares of the Company’s common stock underlying such Units. The undersigned is able to accommodate the economic risks of the undersigned’s signature purchased purchase of Offered SharesUnits, and the undersigned has a sufficient net worth to sustain a loss of his or her investment in the Company, or a portion thereof, in the event of such loss should occur.
(b) The undersigned has such knowledge and experience in financial and business matters manners that he or she is capable of evaluating the merits and risks of an investment in the Company.
(c) The undersigned confirms that all documents, records and books, pertaining to his or her proposed investment in the Company have been made available to the undersigned.
(d) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's ’s behalf, concerning the terms and conditions of his or her proposed investment in the Company, and all such questions have been answered to the complete satisfaction of the undersigned.
(e) The Offered Shares Units and the shares of this Company’s common stock underlying such Units will be acquired by the undersigned for his or her own account for investment in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended ("“Act"”), or any state Blue Sky law.
(f) The undersigned understands that the offer and sale of the Offered Shares Units and the shares of the Company’s common stock underlying such Units in the individual states in transactions which satisfy the requirements of Rule 504 506 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 1995 ("NSMIA "“NSMIA”). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(g) The undersigned represents that it has been called to his or her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed investment in the Company, Company that the Company has no history of operation significant debt, and no earnings and that the undersigned undersigned’s proposed investment in the Company involves significant risks which may result in the loss of that investment, or a portion thereof.
(h) The undersigned has received no representations or warranties in making his or her investment decision.
(i) The undersigned acknowledges and agrees that the Company has made available to the undersigned or his or her personal advisors the opportunity to obtain appropriate information to evaluate the merits and risks of an investment in the Company.
(j) The undersigned understands that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has made any finding or determination relating to the fairness of any purchase of the Offered Shares Units or the shares of the Company’s common stock underlying such Units and that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has or will recommend or endorse a purchase of the Offered SharesUnits.
(k) The undersigned is now a bona fide citizen of the United States of America and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his or her true and correct residence and Social Security number or federal tax identification number. The undersigned has no current intention of becoming a resident of any other state or jurisdiction. If the undersigned is a corporation, partnership, trust or other form of business organization, the undersigned represents and warrants that the undersigned was formed pursuant to the laws of_____________________, of and the undersigned's ’s principal place of business is within such state, and that the undersigned was not organized for the purpose of acquiring Offered SharesUnits.
(l) The undersigned hereby represents and warrants that the undersigned's ’s total purchase of Offered Shares Units shall not exceed 10% of the undersigned's ’s net worth.
(m) By initialing where indicated and appropriate below, the undersigned hereby represents and warrants that the undersigned is an " “Accredited Investor " Investor”, as defined by the provisions of Rule 501 of Regulation D promulgated pursuant to the Act, and falls within one of the following categories:
(1) The undersigned is a director or executive officer of the Company, or any director, executive, executive officer, or general partner of a general partner of the Company; oror initials
(2) The undersigned is a natural person whose individual net worth, or joint net worth with the undersigned's ’s spouse, at the time of his or her purchase exceeds $1,000,000.00 USD1,000,000.00; oror initials
(3) The undersigned is a natural person who had an individual income in excess of $200,000.00 USD 200.000.00 in each of the 2 most recent years or of joint income with the undersigned's ’s spouse in excess of $300,000.00 USD 300.000.00 in each of those years and has a reasonable expectation of having the same income level in the current year; oror initials
(4) The undersigned is a trust, with total assets in excess of $5,000,000.00 USD, 5,000,000.00. not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Regulation 230. 504(b)(2)(ii230.506(b) (2) (ii) promulgated pursuant to the Act; or _______ initials
(5) The undersigned is an entity in which all of the equity owners are accredited Accredited Investors. Initialsinitials
Appears in 1 contract
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company, the Company's officers, directors, employees, attorneys, agents and any person who has solicited this subscription Company as follows:
(a) The undersigned understands that the following information is being furnished to determine whether sales of the Shares may be made to the undersigned pursuant to Section 4(2) of the Securities Act of 1933 (the “1933 Act”) and applicable state securities laws. The undersigned understands that the information contained herein will be relied upon for purposes of such determination and the Shares will not be registered under the 1933 Act in reliance upon the exemption from registration provided by Section 4(2) of the 1933 Act. The undersigned represents and warrants to the Company and its officers, directors, agents and employees that (i) the information contained herein is complete and accurate and may be relied upon by such parties and (ii) the undersigned will notify the Company immediately of any change in any of such information occurring prior to the closing of the purchase of any Shares by the undersigned. All information furnished herein or hereby is for the sole use of the Company and the Company’s representatives and counsel and will be held in confidence by such persons, except that this Agreement may be furnished to such parties as may be deemed desirable to establish compliance with federal, state or foreign securities laws.
(b) The undersigned is an “accredited investor”, as defined in Regulation D as promulgated pursuant to the 1933 Act, and certain state securities laws, and has initialed each of the following definitions which are applicable to the undersigned. The undersigned is (initial at least one): Initial (i) A bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, 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;
(ii) A private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;
(iii) An organization described in Section 501(c)(3) of the Internal Revenue Code, 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;
(iv) A director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; TH
(v) A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000;
(vi) A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
(vii) 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); or
(viii) An entity in which all of the equity owners are accredited investors.
(c) The undersigned has adequate net worth and means of providing for his or his/her current needs and possible personal contingencies, and he or she the undersigned has no need, and anticipates no need in the foreseeable future future, to sell the Offered SharesShares for which the undersigned hereby subscribes. The undersigned is able to accommodate bear the economic risks of this investment and, consequently, without limiting the undersigned’s signature purchased generality of Offered Sharesthe foregoing, and the undersigned is able to hold his Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of his or her entire investment in the Company, or a portion thereof, Company in the event of such loss should occur. The overall commitment by the undersigned to investments that are not readily marketable is not disproportionate to his net worth, and his acquisition of Shares will not cause such overall commitment to become excessive.
(bd) The undersigned has such knowledge and experience in financial and business matters that he or she the undersigned is capable of evaluating the merits and risks of an investment in the CompanyShares.
(ce) The undersigned confirms that all documents, records records, and books, books pertaining to his or her the undersigned’s proposed investment in the Company have been made available to the undersigned.
(df) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's ’s behalf, concerning the terms and conditions of his or her proposed investment in the Companythis investment, and all such questions have been answered to the complete full satisfaction of the undersigned.
(eg) The Offered Shares for which the undersigned hereby subscribes will be acquired by for the undersigned for his or her undersigned’s own account for investment and not with the view toward resale or redistribution in a manner which would not require registration under the 1933 Act, and the undersigned does not now have any reason to anticipate any change in the undersigned’s circumstances or qualification pursuant other particular occasion or event which would cause the undersigned to the provisions of the Securities Act of 1933, as amended ("Act"), or any state Blue Sky lawsell his Shares.
(f) The undersigned understands that the offer and sale of the Offered Shares in the individual states in transactions which satisfy the requirements of Rule 504 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA "). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(gh) The undersigned represents that it has been called to his or his/her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed attention, that an investment in the Company, that the Company has no history Shares involves a high degree of operation and no earnings and that the undersigned proposed investment in the Company involves significant risks risk which may result in the loss of that the total amount of the undersigned’s investment, or a portion thereof.
(h) The undersigned has received no representations or warranties in making his or her investment decision.
(i) The undersigned is now a bona fide individual resident of the state set forth herein and the address and social security number or federal tax identification number set forth herein is the true and correct residence and social security number or federal tax identification number of the undersigned. The undersigned has no present intention of becoming a resident of any other state or jurisdiction.
(j) The undersigned acknowledges and agrees that the Company has made available to the undersigned or his or her the undersigned’s personal advisors the opportunity to obtain appropriate additional information to verify the accuracy of the information contained in the disclosure materials and to evaluate the merits and risks of an this investment, including, but not limited to, the income tax consequences of the investment. The undersigned represents that, by reason of his/her business and financial experience, the undersigned has acquired the capacity to protect his/her own interest in investments of this nature. In reaching the conclusion that the undersigned desires to acquire the Shares, the undersigned has carefully evaluated his/her financial resources and investment in position and the Companyrisks associated with this investment and acknowledges that he/she is able to bear the economic risks of this investment.
(jk) The Shares has been offered to the undersigned without any form of general solicitation or advertising of any type by or on behalf of the Company or any of its officers, directors, employees or agents, or any other person.
(l) The undersigned understands that neither the Securities and Exchange Commission SEC nor any Securities Administrator or similar person securities administrator of any state or province has made any finding or determination relating to the fairness of any purchase of an investment in the Offered Shares and that neither the Securities and Exchange Commission SEC nor any Securities Administrator or similar person securities administrator of any state or province has or will recommend or endorse a purchase any offering of the Offered Shares.
(k) The undersigned is now a bona fide citizen of the United States of America and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification number. The undersigned has no current intention of becoming a resident of any other state or jurisdiction. If the undersigned is a corporation, partnership, trust or other form of business organization, the undersigned represents and warrants that the undersigned was formed pursuant to the laws of_____________________, and the undersigned's principal place of business is within such state, and that the undersigned was not organized for the purpose of acquiring Offered Shares.
(l) The undersigned hereby represents and warrants that the undersigned's total purchase of Offered Shares shall not exceed 10% of the undersigned's net worth.
(m) By initialing where indicated and appropriate below, the undersigned hereby represents and warrants that the undersigned is an " Accredited Investor " , as defined by the provisions of Rule 501 of Regulation D promulgated pursuant to the Act, and falls within one of the following categories:
(1) The undersigned is a director or executive officer of the Company, or any director, executive, executive officer, or general partner of a general partner of the Company; or
(2) The undersigned is a natural person whose individual net worth, or joint net worth with the undersigned's spouse, at the time of his or her purchase exceeds $1,000,000.00 USD; or
(3) The undersigned is a natural person who had an individual income in excess of $200,000.00 USD in each of the most recent years or joint income with the undersigned's spouse in excess of $300,000.00 USD in each of those years and has a reasonable expectation of having the same income level in the current year; or
(4) The undersigned is a trust, with total assets in excess of $5,000,000.00 USD, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Regulation 230. 504(b)(2)(ii) promulgated pursuant to the Act; or _______ (5) The undersigned is an entity in which all of the equity owners are accredited Investors. Initials
Appears in 1 contract
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company, the Company's officers, directors, employees, attorneys, agents and any person who has solicited this subscription as follows:
(a) The undersigned has adequate means of providing for his or her current needs and possible personal contingencies, and he or she has no need in the foreseeable future to sell the Offered Shares. The undersigned is able to accommodate the economic risks of the undersigned’s signature purchased 's purchase of Offered Shares, and the undersigned has a sufficient net worth to sustain a loss of his or her investment in the Company, or a portion thereof, in the event of such loss should occur.
(b) The undersigned has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Company.
(c) The undersigned confirms that all documents, records and books, pertaining to his or her proposed investment in the Company have been made available to the undersigned.
(d) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on the Company's behalf, concerning the terms and conditions of his or her proposed investment in the Company, and all such questions have been answered to the complete satisfaction of the undersigned.
(e) The Offered Shares will be acquired by the undersigned for his or her own account for investment in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended ("Act"), or any state Blue Sky law.
(f) The undersigned understands that the offer and sale of the Offered Shares in the individual states in transactions which satisfy the requirements of Rule 504 506 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA NSMIA"). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(g) The undersigned represents that it has been called to his or her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed investment in the Company, that the Company has no history of operation and no earnings and that the undersigned undersigned's proposed investment in the Company involves significant risks which may result in the loss of that investment, or a portion thereof.
(h) The undersigned has received no representations or warranties in making his or her investment decision.
(i) The undersigned acknowledges and agrees that the Company has made available to the undersigned or his or her personal advisors the opportunity to obtain appropriate information to evaluate the merits and risks of an investment in the Company.
(j) The undersigned understands that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has made any finding or determination relating to the fairness of any purchase of the Offered Shares and that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has or will recommend or endorse a purchase of the Offered Shares.
(k) The undersigned is now a bona fide citizen of the United States of America and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification number. The undersigned has no current intention of becoming a resident of any other state or jurisdiction. If the undersigned is a corporation, partnership, trust or other form of business organization, the undersigned represents and warrants that the undersigned was formed pursuant to the laws ofof ____________________________________, and the undersigned's principal place of business is within such state, and that the undersigned was not organized for the purpose of acquiring Offered Shares.
(l) The undersigned hereby represents and warrants that the undersigned's total purchase of Offered Shares shall not exceed 10% of the undersigned's net worth.
(m) By initialing where indicated and appropriate below, the undersigned hereby represents and warrants that the undersigned is an " "Accredited Investor " Investor", as defined by the provisions of Rule 501 of Regulation D promulgated pursuant to the Act, and falls within one of the following categories:
(1) The undersigned is a director or executive officer of the officer, Company, or any director, executive, executive officer, or general partner of a initials general partner of the Company; or
(2) The undersigned is a natural person whose individual net worth, initials or joint net worth with the undersigned's spouse, at the time of his or her purchase exceeds $1,000,000.00 USD1,000,000.00; or
(3) The undersigned is a natural person who had an individual income initials in excess of $200,000.00 USD in each of the 2 most recent years or joint income with the undersigned's spouse in excess of $300,000.00 USD in each of those years and has a reasonable expectation of having the same income level in the current year; or
(4) The undersigned is a trust, with total assets in excess of initials $5,000,000.00 USD5,000,000.00, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Regulation 230. 504(b)(2)(ii230.506(b)(2)(ii) promulgated pursuant to the Act; or _______ or
(5) The undersigned is an entity in which all of the equity owners initials are accredited Accredited Investors. Initials.
Appears in 1 contract
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and warrants to and covenants with the Company, the Company's and its affiliates, managers, officers, directors, employeesagents, attorneys, agents owners and any person who has solicited this subscription employees as follows:
(a) The undersigned has adequate means of providing for his or her current needs and possible personal contingencies, and he or she has no need, and anticipates no need in the foreseeable future future, to sell the Offered SharesSecurities for which he hereby subscribes. The undersigned He is able to accommodate bear the economic risks of this investment and, consequently, without limiting the undersigned’s signature purchased generality of Offered Sharesthe foregoing, he is able to hold the Securities for an indefinite period of time and the undersigned has a sufficient net worth financial liquidity to sustain a loss of his or her entire investment in the Company, or a portion thereof, in the event of such loss should occur.
(b) The undersigned has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the CompanySecurities. The undersigned is an "accredited investor", as that term is defined in Regulation D, Rule 501, promulgated under the 1933 Act.
(c) The undersigned has received and read and is familiar with the Documents, including the exhibits annexed thereto and any amendments or supplements thereto (if any), and he (which is hereinafter deemed to include the pronouns she and it) confirms that all documents, records and books, books pertaining to his or her proposed investment in the Company Securities have been made available to the undersignedhim.
(d) The undersigned has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on review the Company's behalffilings on the XXXXX database at the S.E.C., concerning filed prior to or on the terms and conditions of his or her proposed investment in the Company, and all such questions have been answered to the complete satisfaction of the undersigneddate hereof.
(e) The Offered Shares Securities for which the undersigned hereby subscribes or any equity acquired by means of conversion of the Securities will be acquired by the undersigned for his or her this own account for investment and not with the view toward resale or distribution in a manner which would not require registration or qualification pursuant to under the provisions of the Securities Act of 1933, as amended ("1933 Act"), or any applicable state Blue Sky lawsecurities laws, and he does not now have any reason to anticipate any change in his circumstances or other particular occasion or event which would cause him to sell the Securities.
(f) The undersigned understands that the offer and sale of the Offered Shares in the individual states in transactions which satisfy the requirements of Rule 504 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA "). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(g) The undersigned represents that it has been called to his or her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed investment in the Company, that the Company has no history of operation and no earnings and that the undersigned proposed investment in the Company involves significant risks which may result in the loss of that investment, or a portion thereof.
(h) The undersigned has received no representations or warranties in making his or her investment decision.
(i) The undersigned acknowledges and agrees that the Company has made available to the undersigned or his or her personal advisors the opportunity to obtain appropriate information to evaluate the merits and risks of an investment in the Company.
(j) The undersigned understands that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has made any finding or determination relating to the fairness of any purchase of the Offered Shares and that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has or will recommend or endorse a purchase of the Offered Shares.
(k) The undersigned is now a bona fide citizen of the United States of America and presently a bona fide resident of the state country set forth below and the address and Social Security number or federal tax tax/citizen identification number set forth below are his true and correct residence and Social Security number or federal tax tax/citizen identification number. The undersigned has no current present intention of becoming a resident of any other jurisdiction.
(g) The undersigned understands that no securities administrator of any state has made any findings or jurisdiction. If determination relating to the fairness for investment of the Securities and that no securities administrator of any state has or will recommend or endorse any offering of the Securities.
(h) The undersigned has received no representation or warranties from the Company, or any other person or entity or their respective affiliates, employees or agents, not contained or described in the Documents and in making his investment decision, he is relying solely on the information contained in the Documents and investigations made by him.
(i) The undersigned will be the sole party in interest in the Securities and as such will be vested with all legal and equitable rights in the Securities.
(j) All representations, warranties and covenants contained in this Subscription Agreement and the accompanying Prospective Purchaser Questionnaire and Purchaser Representative Disclosure Statement (if applicable) are true and correct as of the date hereof and will be true and correct as of the date this subscription is accepted by the Company, if at all.
(k) The undersigned acknowledges and is aware of all the risks related to this investment, including but not limited to the following factors:
(i) the securities offered hereby are speculative and involve a high degree of risk; (ii) any projections, forecasts or estimates as may have been provided in the Filings are purely speculative and cannot be relied upon to indicate actual results that may be obtained through this investment; any such projections, forecasts and estimates are based upon assumptions which are subject to change and which are beyond the control of the Company or its management; (iii) the tax effects which may be expected by this investment are not susceptible to absolute prediction, and new developments and rules of the Internal Revenue Service of the United States or any tax or regulatory authority of any jurisdiction in which the undersigned is a corporation, partnership, trust resident or subject to taxes or other form payments to a government regulatory authority , audit adjustment, court decisions or legislative changes may have an adverse effect on one or more of business organization, the tax consequences of this investment; and (iv) the undersigned represents has been advised to consult with his own advisor regarding legal matters and warrants that the undersigned was formed pursuant to the laws of_____________________, and the undersigned's principal place of business is within such state, and that the undersigned was not organized for the purpose of acquiring Offered Sharestax consequences involving this investment.
(l) The undersigned hereby represents certifies that (i) the tax identification/ citizen number shown on this form is the correct tax identification/citizen number, and warrants (ii) the undersigned is not subject to backup withholding of monies either because (A) the undersigned has not been notified that the undersigned is subject to backup withholding as a result of a failure to report all interest or dividends, or (B) the Internal Revenue Service (the "Service") has notified the undersigned that the undersigned is no longer subject to backup withholding. The undersigned certifies that the undersigned is a foreign person, or a corporation, or a foreign estate or trust, which would be a foreign person within the meaning of Sections 1441, 1446 and 7701 (a) of the Internal Revenue Code of 1986, as amended, and that the undersigned will notify the Company before a change in the undersigned's total purchase of Offered Shares shall foreign status. (You must cross out item (ii) above if you have been notified by the Internal Revenue Service that you are subject to backup withholding due to notified payee underreporting, and if you have not exceed 10% of been notified by the undersigned's net worthService advising you that backup withholding due to notified payee underreporting has terminated.)
(m) By initialing where indicated This offer and appropriate below, the undersigned hereby represents and warrants that the undersigned sale is made pursuant to an " Accredited Investor " , as defined by the provisions of exemption available under Rule 501 903 of Regulation D S promulgated pursuant to the 1933 Act, and falls within one of based on the following categories:
(1) The undersigned fact that the Undersigned is a director or executive officer of the Companynon-U.S. Person engaged in an offshore transaction, or any director, executive, executive officer, or general partner of a general partner of the Company; or
(2) The undersigned is a natural person whose individual net worth, or joint net worth with the undersigned's spouse, at the time of his or her purchase exceeds $1,000,000.00 USD; or
(3) The undersigned is a natural person who had an individual income in excess of $200,000.00 USD in each of the most recent years or joint income with the undersigned's spouse in excess of $300,000.00 USD in each of as those years and has a reasonable expectation of having the same income level in the current year; or
(4) The undersigned is a trust, with total assets in excess of $5,000,000.00 USD, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described terms are defined in Regulation 230. 504(b)(2)(ii) promulgated pursuant S. The parties agree to the Act; or _______ (5) The undersigned is an entity in which fully comply with all terms and conditions of the equity owners are accredited Investors. InitialsRules 901-905 of Regulation S.
Appears in 1 contract
Representations, Warranties and Covenants of the Undersigned. The undersigned hereby represents and represents, warrants to and covenants with to the Company, the Company's officers, directors, employees, attorneys, agents and any person who has solicited this subscription Company as follows:
(a) The undersigned is purchasing the Shares for the undersigned’s own account, and not for the account of any other person.
(b) The undersigned is purchasing the Shares for investment only, and is not purchasing the Shares with a view towards the current or future resale, assignment or distribution of the Shares.
(c) The undersigned understands that (A) the Shares (1) have not been registered under the Securities Act or any federal or state securities laws, (2) will be issued in reliance on an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant Section 4(a)(2) and/or Regulation D thereunder, (3) will be issued in reliance on exemptions from the registration and prospectus delivery requirements of state securities laws that relate to private offerings and (4) must be held by the undersigned for an indefinite period; and (B) the undersigned must therefore bear the economic risk of such investment until a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. The undersigned further understands that such exemptions depend on, among other things, the bona fide nature of the investment intent of the undersigned expressed herein.
(d) The undersigned acknowledges and understands that as a result of the Shares being sold to the undersigned in reliance upon an exemption from registration under the Securities Act, the resale of the Shares will be subject to restrictions on transfer. Certificates representing the Shares will bear a legend that the Shares may not be transferred, sold or otherwise disposed of except in compliance with the registration provisions of applicable federal and state securities laws or exemptions from such registration requirements.
(e) The undersigned acknowledges and understands that the Company has a limited operating history with its current management.
(f) The undersigned has adequate means of providing for his or her its current needs and possible personal contingencies, and he or she has no need, and anticipates no need in the foreseeable future future, to sell or transfer the Offered Shares for which it hereby subscribes. In deciding to purchase the Shares. The , the undersigned is able to accommodate has carefully evaluated its financial resources and investment position and the risks associated with an investment in the Company and can bear the economic risks of this investment and, consequently, without limiting the undersigned’s signature purchased generality of Offered Sharesthe foregoing, it can hold the Shares for an indefinite period and the undersigned has a sufficient net worth to sustain a loss of his or her its entire investment in the Company, or Shares if such a portion thereof, in the event of such loss should occur. The undersigned’s overall commitments to investments that are not readily marketable are not disproportionate to its net worth and financial circumstances, and the undersigned’s investment in the Shares will not cause its commitment to become excessive.
(bg) The undersigned has such knowledge knowledge, skill and experience in financial financial, business and business investment matters that he or she relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting the undersigned’s interest in connection with the acquisition of the Shares. The undersigned understands that the acquisition of the Shares is a speculative investment and involves a high degree of risk that could result in the loss the undersigned’s entire investment in the Shares. To the extent deemed necessary by the undersigned, the undersigned has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Shares.
(h) The Company has furnished the undersigned all information (or provided access to all information) regarding the business and financial condition of the Company, its expected plans for future business activities, the attributes of the Shares and the merits and risks of an investment in the CompanyCompany that the undersigned has requested to evaluate the investment in the Shares.
(ci) The undersigned confirms that all documents, records and books, pertaining to his or her proposed investment in the Company have been has made available to the undersigned.
(d) The undersigned has had an the opportunity to ask questions of and receive satisfactory answers from officers of the Company, and to obtain additional information from the Company (or any person or persons acting on the Company's its behalf), concerning business and financial matters of the Company and the terms and conditions of his or her proposed investment in the Companythis investment, and all such questions have been answered to the complete full satisfaction of the undersigned.
(e) The Offered Shares will be acquired by undersigned to enable the undersigned for his or her own account for investment in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended ("Act"), or any state Blue Sky law.
(f) The undersigned understands that the offer and sale of the Offered Shares in the individual states in transactions which satisfy the requirements of Rule 504 of Regulation D promulgated pursuant to Section 4(2) of the Securities Act of 1933 are not required to be registered or qualified in the individual states because of adoption of the National Securities Markets Improvement Act of 1996 ("NSMIA "). NSMIA preempts state registration and similar qualification provisions for transactions exempt pursuant to that Rule 506.
(g) The undersigned represents that it has been called to his or her attention by those provisions of the Memorandum and by those persons with whom the undersigned has dealt in connection with his or her proposed investment in the Company, that the Company has no history of operation and no earnings and that the undersigned proposed investment in the Company involves significant risks which may result in the loss of that investment, or a portion thereof.
(h) The undersigned has received no representations or warranties in making his or her investment decision.
(i) The undersigned acknowledges and agrees that the Company has made available to the undersigned or his or her personal advisors the opportunity to obtain appropriate information to evaluate the merits and risks of an investment in the Companythis investment.
(j) The In making the proposed investment decision, the undersigned understands that neither is relying solely on investigations made by the Securities undersigned and Exchange Commission nor the undersigned’s representatives (if any). At no time was the undersigned presented with or solicited by or through any Securities Administrator leaflet, public promotional meeting, television advertisement or similar person any other form of any state general or province has made any finding public advertising or determination relating to the fairness of any purchase of the Offered Shares and that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has or will recommend or endorse a purchase of the Offered Sharessolicitation.
(k) The All of the information provided to the Company by the undersigned is now a bona fide citizen of the United States of America true, correct and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification numbercomplete. The undersigned has no current present intention of becoming a resident of any other state or jurisdiction. If the undersigned is a corporation, partnership, trust or other form of business organization, the undersigned it represents and warrants that the undersigned it was formed pursuant to under the laws of_____________________, and the undersigned's its principal place of business is within such that state, and that the undersigned was not organized for the purpose of acquiring Offered Shares.
(l) The undersigned hereby represents understands that neither the United States Securities and warrants that Exchange Commission nor the undersigned's total purchase securities administrator of Offered Shares shall not exceed 10% any state has made any finding or determination relating to the fairness of an investment in the undersigned's net worthShares, and neither the United States Securities and Exchange Commission nor the securities administrator of any state has or will recommend or endorse any offering of securities.
(m) By initialing where indicated The undersigned has never been a debtor in bankruptcy proceedings, and appropriate below, there are no suits pending or judgments outstanding against the undersigned hereby that individually or in the aggregate could impair the undersigned’s ability to fulfill its obligations under this Agreement.
(n) The undersigned is not relying on the advice of a purchaser representative in making the undersigned’s decision to invest in the Shares. The undersigned believes that it has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares.
(o) The shares are subject to restrictions on transferability and resale and may be transferred or resold only in compliance with the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom. The undersigned is aware that the undersigned may be required to bear the financial risks of this investment for an indefinite period of time. The undersigned acknowledges that the Company is not under an obligation to register the Shares under the Securities Act or the securities laws of any state
(p) The undersigned acknowledges and agrees that there has never been any representation, guarantee or warranty made by the Company or any officer, manager, employee, agent or representative of the Company, expressly or by implication, as to (i) the approximate or exact length of time that the undersigned will be required to remain an owner of the Shares; (ii) the amount of any profit and/or amount of or type of any consideration, profit or loss that might be realized, if any, as a result of this investment; or (iii) past performance or experience on the part of the Company, or any future expectations of management, that in any way would provide an indication of future results of ownership of the Shares or of the overall financial performance of the Company.
(q) The undersigned is a business entity incorporated or organized under the laws of the State of Texas. The undersigned was organized or formed on September 3, 2019.
(r) The undersigned further represents and warrants that the undersigned is an " “Accredited Investor " Investor” within the meaning of Regulation D, as defined promulgated by the provisions of Rule 501 of Regulation D promulgated pursuant to the ActSecurities and Exchange Commission, and falls within one of the following categories:
(1) The undersigned is a director or executive officer of the Company, or any director, executive, executive officer, or general partner of a general partner of the Company; or
(2) The undersigned is a natural person whose individual net worth, or joint net worth with the undersigned's spouse, at the time of his or her purchase exceeds $1,000,000.00 USD; or
(3) The undersigned is a natural person who had an individual income in excess of $200,000.00 USD in each of the most recent years or joint income with the undersigned's spouse in excess of $300,000.00 USD in each of those years and has a reasonable expectation of having the same income level in the current year; or
(4) The undersigned is a trust, with total assets in excess of $5,000,000.00 USD, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Regulation 230. 504(b)(2)(ii) promulgated pursuant to the Act; or _______ (5) The undersigned is an entity in which all of the equity owners are accredited Accredited Investors.
(s) The foregoing representations, warranties and covenants, and undertakings, are made by or on behalf of the undersigned with the intent that they be relied on in determining the undersigned’s suitability as an investor to purchase the Shares, and the undersigned hereby agrees that such representations and warranties shall survive the purchase of the Shares.
(t) The undersigned agrees to furnish the Company such other information as the Company may reasonably request to verify the accuracy of the information contained herein and agrees to notify the Company immediately of any material change in the information provided herein that occurs prior to the Company’s acceptance of this Subscription Agreement.
(u) The undersigned represents that it understands the meaning and legal consequences of the representations, warranties and covenants of the undersigned contained in this Subscription Agreement and acknowledges that the Company is relying on such representations, warranties and covenants, and the undersigned hereby agrees to indemnify and hold harmless the Company and its subsidiaries (collectively, the “Companies”), and each of the Companies’ respective officers, directors, managers, controlling persons, agents, attorneys, accountants and employees, from and against any and all loss, damage or liability due to or arising out of any breach of any such representation, warranty or covenant of the undersigned. InitialsNotwithstanding the foregoing, however, no representation, warranty, acknowledgment or agreement made herein by the undersigned shall in any manner be deemed to constitute a waiver of any rights granted to the undersigned under federal or state securities laws. All representations, warranties and covenants contained in this Subscription Agreement and this indemnification shall survive the acceptance by the Company of the subscription by the undersigned and the issuance by the Company of the Shares to the undersigned.
(v) The undersigned further represents, warrants and covenants that the representations and warranties set forth herein shall remain true and accurate from the time that the undersigned executes this Agreement until the issuance of the Shares to the undersigned, and that it will neither take any action nor permit any action to be taken during that period that would cause its representations and warranties to be no longer true; and that if any representation or warranty set forth herein shall be untrue or misleading during that period, the undersigned immediately shall deliver to the Company a written statement to that effect and such other information as may be requested by the Company.
Appears in 1 contract
