Common use of Subscriber Representations Access to Information Independent Investigation Clause in Contracts

Subscriber Representations Access to Information Independent Investigation. A. Subscriber represents and warrants to Company as follows: (i) Subscriber acknowledges that the purchase of the Units involves a high degree of risk and affirms that it can bear the economic risk of acquiring the Units, including the total loss of its investment. (ii) Subscriber understands that the Units are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and undertakings of Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of Subscriber to acquire the Units. (iii) Subscriber is an "accredited investor" as that term is defined by Rule 501 of Regulation D, by virtue of qualifying in one of the below categories. Subscriber is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments and to make an informed decision relating thereto. As defined by Regulation D, an investor is generally an accredited investor if the person comes within any of the following categories: (1) Any 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; (2) Any natural person who had an individual income in excess of $200,000 for 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; (3) Any director or executive officer of the Company or any of its subsidiaries; or (4) Any entity in which all of the equity owners are accredited investors. (iv) In evaluating its investment, Subscriber has consulted its own investment and/or legal and/or tax advisors. (v) Subscriber is acquiring the Units for investment purposes. (vi) Subscriber is not an underwriter of, or dealer in, the Units or the Company's Common Stock; and Subscriber is not participating, pursuant to a contractual agreement, in the distribution of the Units or the Company's Common Stock. (vii) The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by the Company of Subscriber's subscription and shall survive thereafter. (viii) The undersigned hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the shares underlying the Units and the shares underlying the Warrants in compliance with the Act or state securities laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS PROVIDED STATING THE PURPORTED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE STATE SECURITIES LAWS."