Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States Trust Company of New York, as Escrow Agent for FutureLink, or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. The Notes and Warrants will be delivered by the Company within 10 days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants) prior to the Termination Date as defined in Article III hereof. 1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) he may not be able to liquidate his investment; (iii) transferability of the securities comprising the Units is extremely limited; and (iv) an investor could suffer the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet and the exhibits thereto. 1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects. 1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities and that he recognizes the highly speculative nature of this investment. 1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet and all exhibits thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has requested or desires to know and that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offering. 1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (including, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units. 1.7 The Subscriber acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b)
Appears in 2 contracts
Samples: Subscription Agreement (Commonwealth Associates /Bd), Subscription Agreement (Futurelink Corp)
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 100,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company it may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States Trust Company of New York, as Escrow Agent for FutureLinkAccuMed International, or by wire transfer of fundsInc., contemporaneously with the execution and delivery of this Subscription Agreement. The Notes Shares and Warrants will be delivered by the Company within 10 ten (10) days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 forty-five Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants4,500,000) prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) he may not be able to liquidate his investment; (iii) transferability of the securities comprising the Units is extremely limited; and (iv) in the event of a disposition, an investor could suffer sustain the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet and the exhibits thereto.Confidential Offering
1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet Memorandum and all exhibits the attachments thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has had requested or desires desired to know know; that all documents which could be reasonably provided have been made available for his inspection and review; and that such information and documents have, in his opinion, afforded the Subscriber with all of the same information that would be provided him in a registration statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offering, and any additional information which he had requested.
1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (includingconsequences, including but not limited to, to the possible need to recognize interest income relating to the Warrants) Warrants and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber represents that the Shares and Warrants comprising his Units are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or otherwise transfer such securities unless they are registered under the Act or unless an exemption from such registration is available.
1.8 The Subscriber understands that the Shares and Warrants comprising the Units have not been registered under Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon his investment intention. In this connection, the Subscriber understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other fixed period. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available.
1.9 The Subscriber understands that Rule 144 (the "Rule") promulgated under the Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the securities comprising the Units under the Act, with the exception of certain registration rights set forth in Article IV herein. The Subscriber consents that the Company may, if it desires, permit the transfer of the securities comprising the Units or issuable upon exercise thereof out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state "blue sky" laws (collectively "Securities Laws"). The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws.
1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares and Warrants comprising his Units and the Common Stock issuable upon exercise of such Warrants stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof.
1.11 The Subscriber understands that the Company will review this Subscription Agreement and is hereby given authority by the undersigned to call his bank or place of employment or otherwise review the financial standing of the Subscriber; and it
Appears in 1 contract
Samples: Subscription Agreement and Registration Rights Agreement (Accumed International Inc)
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 100,000 per Unit, Unit and the Company agrees to sell such Units to the Subscriber for said purchase price price, subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States "American Stock Transfer & Trust Company of New YorkCompany, as Escrow Agent escrow agent for FutureLinkU.S. Wireless Data, Inc." or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. This Agreement shall not be binding on the Company until it is accepted by the Subscriber's offer in writing. The Notes Preferred Shares and Warrants will be delivered by the Company within 10 days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants) prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company has incurred substantial losses from operations; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iiiii) he may not be able to liquidate his investmentan investment in the Units is illiquid; and (iiiiv) transferability of the securities comprising the Units is extremely limited; and (iv) an investor could suffer the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet and the exhibits theretoMemorandum.
1.3 The Subscriber represents and warrants that he it is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his its responses to the Investor confidential investor questionnaire (the "Questionnaire"), and that he it is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber represents and warrants that the Subscriber did not learn of the Offering directly or indirectly through any general solicitation or advertising, including, but not limited to, learning of the Company or the Offering as a result of viewing any press releases or similar types of publicly available information which directly or indirectly resulted in the subscriber subscribing for Units in the Offering. The Subscriber further understands that the Company is relying, in part, on this representation to ensure compliance with the federal securities laws.
1.5 The Subscriber acknowledges that he it has prior investment experience, including investment in non-listed and non-registered securities and that he it recognizes the highly speculative nature of this investment.
1.5 1.6 The Subscriber acknowledges receipt and careful review of the Term Sheet Memorandum and all exhibits thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he it has been furnished by the Company during the course of this transaction with all information regarding the Company which he it has requested or desires to know know; and that he such information and documents have, in its opinion, afforded the Subscriber all of the same information that would be provided him in a registration statement filed under the Act; that it has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offeringOffering, and any additional information which it had requested. The Subscriber represents and warrants that it is relying solely on the information contained in the Memorandum and obtained through its own due diligence.
1.6 1.7 The Subscriber acknowledges that this offering of Units may involve tax consequences (including, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents Memorandum do not contain tax advice or information. The Subscriber acknowledges that he it must retain his its own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 1.8 The Subscriber acknowledges that this offering the Units are being offered and sold in reliance upon the exemption from registration provided by Section 4(2) of Units the Act and provisions of Regulation D of the Act, and the Offering has not been reviewed by the United States Securities and Exchange Commission ("SEC"). The Subscriber represents that the Preferred Shares and Warrants comprising its Units are being purchased for its own account, for investment and not for distribution or resale to others. The Subscriber agrees that it will not sell or otherwise transfer the Preferred Shares or the Warrants unless they are registered under the Act or unless an exemption from such registration is available.
1.9 The Subscriber understands that, except for the Common Stock, there is no public market for the Company's securities. The Subscriber understands that Rule 144 (the "Rule") because promulgated under the Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the securities comprising the Units under the Act, with the exception of certain registration rights set forth in Article IV herein. The Subscriber agrees that the Company may, if it desires, permit the transfer of the Preferred Shares, the shares of Common Stock issuable upon conversion of the Preferred Shares (the "Conversion Shares"), the Warrants or the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") (collectively, the "Securities") out of its name only when its request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state "blue sky" laws (collectively "Securities Laws").
1.10 The Subscriber hereby agrees that, without the prior written consent of Commonwealth Associates, L.P. (the "Placement Agent"), it will not sell, transfer or otherwise dispose of the Securities for one year after the final closing of the Offering and thereafter will not dispose of more than 25% of the Securities on a cumulative basis during each subsequent 90 day period thereafter (the "Lock-Up Period"); provided, however, that if the Company undertakes any public offering within the first 12 months of the Lock-Up Period, the Subscriber will not sell, transfer or otherwise dispose of the Securities for such period of time after the closing of such offering (not to exceed six months) as the managing underwriter or placement agent may request in writing and the Placement Agent may agree to. This restriction on transfer will apply to any securities issued in exchange for the Securities in any merger.
1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof, and to the issuance of stop transfer instructions with respect thereto.
1.12 The Subscriber acknowledges that if it is a Registered Representative of an NASD member firm, it must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.
1.13 If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly qualified to purchase and hold the Units; and (iii) that this Subscription Agreement has been duly and validly authorized, executed and delivered and constitutes the legal, binding and enforceable obligation of the undersigned.
1.14 The Subscriber hereby represents that the address of Subscriber furnished by him at the end of this Subscription Agreement is the undersigned's principal residence if it is an individual or its principal business address if it is a corporation or other entity.
1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company's representations , including the Placement Agent, and in entering into this transaction, the Subscriber is not relying on any information, other than that this is intended contained in the Offering Documents and the results of independent investigation by the Subscriber.
1.16 The Subscriber acknowledges that at such time as the Reserved Shares (as defined below) are registered, sales of such securities will be subject to state securities laws, including those of states which may require any securities sold therein to be sold through a nonpublic offering pursuant registered broker-dealer or in reliance upon an exemption from registration.
1.17 The Subscriber acknowledges that there is no minimum number of Units that must be sold in the Offering and that the Maximum Offering may be increased by up to Sections 4(2250 Units ($25,000,000) without notice to Subscribers.
1.18 The Subscriber acknowledges that the Placement Agent and a committee to be designated by the Placement Agent whose members hold in the aggregate not less than 20% of the outstanding Preferred Shares or 3(b)Warrants (the "Committee") may consent to any amendments, modifications or waivers with respect to the Preferred Shares or Warrants, thereby binding the Subscriber to any such amendment, modification or waiver; provided, however, that no such amendment, modification or waiver which would decrease the number of Conversion Shares issuable upon the conversion of the Preferred Shares, or increase the Conversion Price therefor (other than as a result of the waiver or modification of any anti-dilution provisions) may be made without the approval of the holders of at least 50% of the outstanding Preferred Shares. The Subscriber hereby authorizes the Placement Agent and the Committee to act on the Subscriber's behalf and grants the Placement Agent and the Committee an irrevocable proxy to vote for any amendment or waiver to the Articles of Amendment to the Company's Articles of Incorporation to effect the foregoing. The Subscriber agrees that neither the Placement Agent nor any of its directors, officers, employees or agents nor the Committee or any of its members shall be liable to any Subscriber for any action taken or omitted to be taken by it in connection therewith, except for willful misconduct or gross negligence. The Subscriber acknowledges that one or more members of the Committee may be affiliated with the Placement Agent. Any transferee of the Preferred Shares or Warrants shall agree to be bound by this Section 1.18.
1.19 The Subscriber agrees that unless written instructions from a majority of the holders of the Preferred Shares is received instructing otherwise, the Placement Agent will act on behalf of the holders of the Preferred Shares in appointing and removing directors representing the Preferred Shares.
1.20 The Subscriber acknowledges that the Company does not have sufficient authorized shares of Common Stock to permit conversion of the Preferred Shares or exercise of the Warrants. As a result, the Subscriber agrees that it may not convert the Preferred Shares or exercise the Warrants until such time the Company has sufficient authorized shares of Common Stock to permit conversion or exercise of all the Preferred Shares and Warrants and that the inability to convert the Preferred Shares or exercise the Warrants will deprive the Subscriber of the value of the Preferred Shares or Warrants.
Appears in 1 contract
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 100,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States Trust Company of New York, as Escrow Agent for FutureLinkPICK Communications, or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. The Notes and Warrants will be delivered by the Company within 10 days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 20 Units ($2,000,000 principal amount of Notes and 5,000,000 2,000,000 Warrants) prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) he may not be able to liquidate his investment; (iii) transferability of the securities comprising the Units is extremely limited; and (iv) an investor could suffer the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet and the exhibits theretoSheet.
1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet and all exhibits thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has requested or desires to know know; and that such information and documents have, in his opinion, afforded the Subscriber with all of the same information that would be provided him in a registration statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offering, and any additional information which he had requested.
1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (including, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b)
Appears in 1 contract
Samples: Subscription Agreement (Commonwealth Associates /Bd)
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 250,000 per Unit, Unit and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to "United States Trust Company of New York, as Escrow Agent for FutureLinkeB2B Commerce, Inc." or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. The Notes Preferred Shares and Warrants will be delivered by the Company within 10 days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants) prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company has incurred substantial losses from operations; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iiiii) he may not be able to liquidate his investmentan investment in the Units is illiquid; and (iiiiv) transferability of the securities comprising the Units is extremely limited; and (iv) an investor could suffer the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet and the exhibits theretoMemorandum.
1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as exhibit 10.8 amended (the "Act"), as indicated by his responses to the Investor Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities and that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet Memorandum and all exhibits thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has requested or desires to know know; and that such information and documents have, in his opinion, afforded the Subscriber all of the same information that would be provided him in a registration statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offering, and any additional information which he had requested.
1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (including, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents Memorandum do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber represents that the Preferred Shares and Warrants comprising his Units are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or otherwise transfer the Preferred Shares or the Warrants unless they are registered under the Act or unless an exemption from such registration is available.
1.8 The Subscriber understands that there is no public market for the Company's securities. The Subscriber understands that Rule 144 (the "Rule") promulgated under the Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability, and that to date the Company is not subject to the reporting requirements of the Exchange Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the securities comprising the Units under the Act, with the exception of certain registration rights set forth in Article IV herein. The Subscriber consents that the Company may, if it desires, permit the transfer of the Preferred Shares, the shares of Common Stock issuable upon conversion of the Preferred Shares (the "Conversion Shares"), the Warrants or the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") (collectively, the "Securities") out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state "blue sky" laws (collectively "Securities Laws").
1.9 The Subscriber hereby agrees that, without the prior written consent of Commonwealth Associates, L.P. (the "Placement Agent"), he will not sell, transfer or otherwise dispose of the Securities for one year after the Initial Closing and thereafter will not dispose of more than 25% of the Securities on a cumulative basis during each subsequent 90 day period thereafter (the "Lock-Up Period"); provided, however, that if the Company undertakes a Qualified Private Offering (as defined in the Warrant Agreement) or any public offering within the first 12 months of the Lock-Up Period, the Subscriber will not sell, transfer or otherwise dispose of the Securities for such period of time after such offering (not to exceed one year) as the managing underwriter or placement agent may request in writing and the Placement Agent may agree to. This restriction on transfer will apply to any securities issued in exchange for the Securities in any merger.
1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof, and to the issuance of stop transfer instructions with respect thereto.
1.11 The Subscriber acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.
1.12 If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly qualified to purchase and hold the Units; and (iii) that this Subscription Agreement has been duly and validly authorized, executed and delivered constitutes the legal, binding and enforceable obligation of the undersigned.
1.13 The Subscriber hereby represents that the address of Subscriber furnished by him at the end of this Subscription Agreement is the undersigned's principal residence if he is an individual or its principal business address if it is a corporation or other entity.
1.14 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company, including the Placement Agent, and in entering into this transaction, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation by the Subscriber.
1.15 The Subscriber acknowledges that at such time as the Reserved Shares are registered, sales of such securities will be subject to state securities laws, including those of states which may require any securities sold therein to be sold through a registered broker-dealer or in reliance upon an exemption from registration.
1.16 The Subscriber acknowledges that the Maximum Offering may be increased by up to 32 Units ($8,000,000) without notice to Subscribers.
1.17 The Subscriber acknowledges that the Placement Agent and a committee to be designated by the Placement Agent whose members hold in the aggregate not less than 20% of the principal amount of the outstanding Preferred Shares or Warrants (the "Committee") may consent to any amendments, modifications or waivers with respect to the Preferred Shares or Warrants, thereby binding the Subscriber to any such amendment, modification or waiver. The Subscriber hereby authorizes the Placement Agent and the Committee to act on the Subscriber's behalf. The Subscriber agrees that neither the Placement Agent nor any of its directors, officers, employees or agents nor the Committee or any of its members shall be liable to any Subscriber for any action taken or omitted to be taken by it in connection therewith, except for wilful misconduct or gross negligence. The Subscriber acknowledges that one or more members of the Committee may be affiliated with the Placement Agent.
Appears in 1 contract
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 100,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company it may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States Trust Company of New YorkChase Manhattan Bank, as Escrow Agent for FutureLinkAccuMed International, or by wire transfer of fundsInc., contemporaneously with the execution and delivery of this Subscription Agreement. The Notes and Warrants will be delivered by the Company within 10 ten (10) days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 Units seventy ($2,000,000 7,000,000 principal amount of Notes and 5,000,000 700,000 Warrants) prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) he may not be able to liquidate his investment; (iii) transferability of the securities comprising the Units is extremely limited; and (iv) in the event of a disposition, an investor could suffer sustain the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Confidential Term Sheet and (the exhibits "Term Sheet"), including the attachments thereto.
. 2 1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet and all exhibits the attachments thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has had requested or desires desired to know know; that all documents which could be reasonably provided have been made available for his inspection and review; and that such information and documents have, in his opinion, afforded the Subscriber with all of the same information that would be provided him in a registration statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offering, and any additional information which he had requested.
1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (includingconsequences, including but not limited to, to the possible need to recognize interest income relating to the Warrants) Warrants and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b)
Appears in 1 contract
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 100,000 per Unit, Unit and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units Units, or no Units, as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States "American Stock Transfer & Trust Company of New YorkCompany, as Escrow Agent for FutureLink, Predict It Inc." or by wire transfer of fundsfunds or by delivery of notes evidencing indebtedness of the Company, in each case contemporaneously with the execution and delivery of this Subscription Agreement. The Notes Preferred Shares and Warrants will be delivered by the Company within 10 days following the consummation of this offering the Offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants) prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company has incurred substantial losses from operations; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iiiii) he may not be able to liquidate his investmentan investment in the Units is illiquid; and (iiiiv) transferability of the securities comprising the Units is extremely limited; and (iv) an investor could suffer the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet and the exhibits theretoMemorandum.
1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities and that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet Memorandum and all exhibits thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has requested or desires to know know, and that such information and documents have, in his opinion, afforded the Subscriber all of the same information that would be provided him in a registration statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offeringOffering, and any additional information which he had requested.
1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (including, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents Memorandum do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") or any state securities administrator because the Company is relying on an exemption from registration provided by Regulation D promulgated under the Act and the resulting exemption from state securities or "blue sky" laws. The Subscriber represents that the Preferred Shares arid Warrants comprising his Units are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or otherwise transfer the Preferred Shares or the Warrants unless they are registered under the Act or unless an exemption from such registration is available.
1.8 The Subscriber understands that there is no public market for the Preferred Stock or the Warrants and that only a limited public market exists for the Common Stock. The Subscriber understands that Rule 144 (the "Rule") promulgated under the Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability and that to date the Company is not subject to the reporting requirements of the Exchange Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Securities under the Act, with the exception of certain registration rights set forth in Article IV herein. The Subscriber agrees that the Company may, if it desires, permit the transfer of the Preferred Shares, the shares of Common Stock issuable upon conversion of the Preferred Shares (the "Conversion Shares"), the Warrants or the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares" and, together with the Preferred Shares, Conversion Shares and Warrants, the "Securities") out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state "blue sky" laws (collectively "Securities Laws").
1.9 The Subscriber hereby agrees that, without the prior consent of Commonwealth Associates, L.P. (the "Placement Agent"), the Subscriber will not sell, transfer or otherwise dispose of the Securities or any other securities of the Company held by Subscriber until the later of (i) the six month anniversary of the final closing of the Offering or (ii) the date the registration statement required by Section 4.1 hereof is declared effective by the SEC (the "Lock-Up Period").
1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities or any other securities of the Company held by Subscriber stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof, and to the issuance of stop transfer instructions with respect thereto.
1.11 The Subscriber acknowledges that if he is a Registered Representative or an affiliated person of an NASD member firm, he must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.
1.12 If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly qualified to purchase and hold the Units; and (iii) that this Subscription Agreement has been duly and validly authorized, executed and delivered and constitutes the legal, binding and enforceable obligation of the undersigned.
1.13 The Subscriber hereby represents that the address of Subscriber furnished by him at the end of this Subscription Agreement is the undersigned's principal residence if he is an individual or its principal business address if it is a corporation or other entity.
1.14 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company's representations , including the Placement Agent, and in entering into this transaction, the Subscriber is not relying on any information, other than that this is intended contained in the Offering Documents and the results of independent investigation by the Subscriber.
1.15 The Subscriber acknowledges that at such time as the Reserved Shares (as defined in Section 2.1 (d) hereof) are registered, sales of such securities will be subject to state securities laws, including those of states which may require any securities sold therein to be sold through a nonpublic offering pursuant registered broker-dealer or in reliance upon an exemption from registration.
1.16 The Subscriber acknowledges that the maximum number of Units to Sections 4(2be sold in the Offering may be increased by up to 40 Units ($4,000,000) without notice to Subscribers.
1.17 The Subscriber represents and warrants that the Subscriber did not learn of the Offering directly or 3(b)indirectly through any general solicitation or advertising, including, but not limited to, learning of the Company or the Offering as a result of viewing any press release or similar types of publicly available information which directly or indirectly resulted in the Subscriber subscribing for Units in the Offering. The Subscriber further understands that the Company is relying, in part, on this representation to ensure compliance with the federal securities laws.
1.18 The Subscriber acknowledges that the Placement Agent and a committee to be designated by the Placement Agent whose members hold in the aggregate not less than 20 % of the outstanding Preferred Shares (the "Committee") may consent to any amendments, modifications or waivers with respect to the Preferred Shares, thereby binding the Subscriber to any such amendment, modification or waiver. The Subscriber hereby authorizes the Placement Agent and the Committee to act on the Subscribers' behalf and grants the Placement Agent and the Committee an irrevocable proxy to vote for any amendment or waiver to the Certificate of the Designations to effect the foregoing; provided, however, no amendment or waiver may decrease the number of shares of Common Stock issuable upon conversion of the Preferred Stock or increase the Conversion Price of the Preferred Stock without the requisite vote required by the Certificate of Designations. The Subscriber agrees that neither the Placement Agent nor any of its directors, officers, employees or agents nor the Committee or any of its members shall be liable to any Subscriber for any action taken or omitted to be taken by it in connection therewith, except for wilful misconduct or gross negligence. The Subscriber acknowledges that one or more members of the Committee may be affiliated with the Placement Agent. Any transferee of the Preferred Shares shall agree to he bound by this Section 1.18.
Appears in 1 contract
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 100,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States Trust Company of New York, as Escrow Agent for FutureLinkiMall, Inc., or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. The Notes Certificates representing the Shares and Warrants will be delivered by the Company within 10 ten (10) days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 50 Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants) prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) he may not be able to liquidate his investment; (iii) transferability of the securities comprising the Units is extremely limited; and (iv) in the event of a disposition, an investor could suffer the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet Private Placement Memorandum dated November 7, 1997 (including all exhibits and other attachments thereto, the exhibits thereto"Memorandum").
1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet Memorandum and all exhibits thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has requested or desires to know know; and that such information and documents have, in his opinion, afforded the Subscriber with all of the same information that would be provided him in a registration statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offering, and any additional information which he had requested.
1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (including, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber represents that the Shares and Warrants comprising his Units are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or otherwise transfer such securities unless they are registered under the Act or unless an exemption from such registration is available.
1.8 The Subscriber understands that the Shares and Warrants comprising the Units have not been registered under Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon his investment intention. In this connection, the Subscriber understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other fixed period. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available.
1.9 The Subscriber understands that there is no public market for the Shares and Warrants comprising the Units and that only a limited public market exists for the Common Stock issuable upon conversion of the Shares, upon conversion of any Convertible Preferred Stock issued as dividends in respect of the Shares and upon exercise of the Warrants (the "Reserved Shares"). Rule 144 (the "Rule") promulgated under the Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the securities comprising the Units under the Act, with the exception of certain registration rights relating to the Warrants and the Reserved Shares set forth in Article IV herein. The Subscriber consents that the Company may, if it desires, permit the transfer of the securities comprising the Units or issuable upon conversion or exercise thereof out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state "blue sky" laws (collectively "Securities Laws") and subject to the provisions of Section 1.10 hereof. The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or in the Investor Questionnaire or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws.
1.10 Notwithstanding any registration statement covering the resale of the Warrants and the Reserved Shares, the Subscriber agrees not to sell, transfer, assign, hypothecate or otherwise dispose of the Shares, the Warrants or the Reserved Shares for a period of one year from the final Closing; provided, however, that nothing contained in this Section 1.10 shall prevent holders of the Shares from exercising their right of conversion pursuant to Section 6(A) of the Designation. The Placement Agent may consent to the release of the foregoing transfer restrictions at any time after seven months from the final Closing for all, but not less than all, of the Subscribers.
1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares and Warrants comprising his Units and the Reserved Shares stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof.
1.12 The Subscriber understands that the Company will review this Subscription Agreement and the Investor Questionnaire and otherwise review the financial standing of the Subscriber; and it is agreed that the Company reserves the unrestricted right to reject or limit any subscription.
1.13 The Subscriber hereby represents that the address of Subscriber furnished by him at the end of this Subscription Agreement is the undersigned's principal residence if he is an individual or its principal business address if it is a corporation or other entity.
1.14 The Subscriber acknowledges that if he is a Registered Representative \of an NASD member firm, he must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.
1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation by the Subscriber.
1.16 The Subscriber acknowledges that at such time, if ever, as any of the Securities are registered, sales of such Securities will be subject to state securities laws, including those of states which may require any securities sold therein to be sold through a registered broker-dealer or in reliance upon an exemption from registration.
1.17 The Subscriber acknowledges that the maximum number of Units to be sold pursuant to the Memorandum may be increased, at the discretion of the Company and the Placement Agent, by up to twenty (20) additional Units.
Appears in 1 contract
Samples: Subscription Agreement (Commonwealth Associates /Bd)
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirableprice. The purchase price for the Units is payable by delivery of a certified or bank check made payable to United States Xxxxxx Xxxxxxxx & Markiles, LLP Trust Company of New York, as Escrow Agent for FutureLinkAccount F/B/O GVI Security Solutions Inc., or by wire transfer to the following account: Account Name: Xxxxxx Xxxxxxxx & Markiles, LLP Trust Account. Bank Name: National Bank of fundsCalifornia Bank Address: 00000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx, contemporaneously with the execution and delivery of this Subscription Agreement. CA 91403 ABA#: 000000000 Account #: 003209873 Reference: F/B/O GVI Security Solutions, Inc. The Notes and Warrants certificates evidencing the shares of Common Stock purchased in the Offering will be delivered by the Company within 10 ten days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants) prior to the Termination Date as defined in Article III hereofOffering.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) he may not be able to liquidate his investment; (iii) transferability of the securities comprising the Units is extremely limited; and (iv) an investor could suffer the loss Company does not currently have a sufficient number of his entire investmentshares of authorized Common Stock to permit the conversion of the Notes or the payment of in kind interest thereon, as well as other risk factors as more fully set forth herein and in will need to amend its certificate of incorporation to increase its authorized shares of Common Stock and/or effect a reverse split of its outstanding Common Stock; and (v) the Term Sheet and Company may be unable to repay the exhibits theretoNotes without obtaining additional financing.
1.3 The Subscriber represents and warrants that he it is an "“accredited investor" ” as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "“Securities Act"”), as indicated by his responses to the Investor Questionnaire, and that he it is able to bear the economic risk of an investment in the Units. The Specifically, Subscriber further represents is (check appropriate items(s)):
(i) a bank as defined in Section 3(a)(2) of the Act, or a savings and warrants loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Act; an 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; a Small Business Investment Company licensed by the information furnished U.S. Small Business Adminis-tration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and main-tained 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; an 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 Advisers Act of 1940;
(iii) an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;
(iv) a director or executive officer of the Company;
(v) a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds $1,000,000;
(vi) a natural person who had an individual income (not including his or her spouse’s income) in excess of $200,000 in 2004 and 2005 or joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching such income level in 2006;
(vii) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a person having such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks entailed in the Investor Questionnaire purchase of the Shares; or
(viii) an entity in which all of the equity owners are Accredited Investors (if this alternative is accurate checked, Subscriber must identify each equity owner and complete in all material respectsprovide statements signed by each demonstrating how each is qualified as an accredited investor).
1.4 The Subscriber acknowledges that he it has prior investment experience, including investment in non-listed and non-registered securities and that he Subscriber recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet and all exhibits thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he it has been furnished by the Company during the course of this transaction with all information regarding the Company which he that it has requested or desires to know and and; that he it has been afforded the opportunity to meet with, ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offeringthis Offering.
1.6 The Subscriber acknowledges that this offering of Units Offering may involve tax consequences (includingconsequences, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents do Company has not contain provided tax advice or informationinformation to the Subscriber. The Subscriber acknowledges that he it must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units Offering has not been reviewed by the United States Securities and Exchange Commission ("“SEC"”) because of the Company's ’s representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) and/or 3(b) of the Securities Act. The Subscriber represents that the Notes and shares of Common Stock comprising the Units are being purchased for its own account, for investment and not for distribution or 3(bresale to others. The Subscriber agrees that it will not sell or otherwise transfer the Notes or such shares of Common Stock unless they are registered under the Securities Act or unless an exemption from such registration is available.
1.8 The Subscriber understands that there is no public market for the Notes and the shares of Common Stock included in the Unit have not been registered under the Securities Act. The Subscriber understands that Rule 144 (the “Rule”) promulgated under the Securities Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company is currently a reporting company but makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber agrees that the Company may, if it desires, permit the transfer of the Notes, the shares of Common Stock issuable upon conversion of the Notes, if any (the “Conversion Shares”), and the shares of Common Stock included in the Units (the “Unit Shares” and, together with the Notes, Conversion Shares and Unit Shares, the “Securities”) out of Subscriber’s name only when Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Securities Act or any applicable state “blue sky” laws.
Appears in 1 contract
Samples: Subscription Agreement (Gvi Security Solutions Inc)
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to of $50,000 1.60 per Unit, and the . The Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirableprice. The purchase price is payable by certified or bank check made payable to United States Trust Company of New York, as Escrow Agent for FutureLink, or by wire transfer of funds, contemporaneously with funds directly by the execution and delivery of this Subscription AgreementSubscriber to the Company on the Closing (as defined herein). The Notes and Warrants certificates for the securities comprising the Units will be delivered by the Company within 10 no later than fifteen (15) days following the consummation Closing of this offering the Offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants) prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company will need additional capital but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iiiii) he an investor may not be able to liquidate his investment; (iiiiv) transferability of the securities comprising the Units is extremely limited; and (ivv) an investor could suffer sustain the loss of his entire investment, as well as other risk factors factors, as more fully set forth herein and in the Term Sheet Confidential Private Placement Memorandum dated April, 2004 and any supplements thereto (the exhibits thereto"Offering Memorandum").
1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Questionnaire, the form of which is attached hereto as EXHIBIT A, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in must complete the Investor Questionnaire is accurate and complete in all material respectsto enable the Company to access the Subscriber's eligibility for the Offering.
1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet Offering Memorandum and all exhibits the attachments thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has had requested or desires desired to know know; that all documents which could be reasonably provided have been made available for his inspection and review; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offeringOffering, and any additional information which he had requested.
1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (includingconsequences, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber represents that the Units are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or otherwise transfer any of the securities comprising the Units unless they are registered under the Act or unless an exemption from such registration is available.
1.8 The Subscriber understands that the Units have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon his investment intention. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to distribute would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a distribution as a deferred sale to which such exemption is not available.
1.9 The Subscriber understands that Rule 144 (the "Rule") promulgated under the Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering, such as the Offering, without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or its dissemination to the public of any current financial or other information concerning the Company, as is required by Rule 144 as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the securities comprising the Units under the Act, with the exception of certain registration rights set forth in that certain Registration Rights Agreement of even date herewith to be entered into by the Company and the Subscriber (the "Registration Rights Agreement"), the form of which is included with the subscription documents accompanying the Offering Memorandum. The Subscriber consents that the Company may, if it desires, permit the transfer of the Common Stock included in the Units or issuable upon the exercise of the Warrants out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state "blue sky" laws (collectively, "Securities Laws"). The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or in the Investor Questionnaire or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws.
1.10 The Subscriber consents to the placement of one or more legends on any certificate or other document evidencing his Units and the Common Stock included in the Units or issuable upon the exercise of the Warrants stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof.
1.11 The Subscriber understands that the Company will review this Subscription Agreement and the Investor Questionnaire and is hereby given authority by the undersigned to call his bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription and to close the offer at any time.
1.12 The Subscriber hereby represents that the address of Subscriber furnished by him at the end of this Subscription Agreement is the undersigned's principal residence if he is an individual or its principal business address if it is a corporation or other entity.
1.13 The Subscriber acknowledges that if he is a Registered Representative of a National Association of Securities Dealers, Inc. ("NASD") member firm, he must give such firm the notice required by the NASD Conduct Rules, or any applicable successor rules of the NASD, receipt of which must be acknowledged by such firm on the signature page hereof.
1.14 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation by the Subscriber.
Appears in 1 contract
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 100,000 per Unit, Unit and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States "American Stock Transfer & Trust Company of New YorkCompany, as Escrow Agent for FutureLinkeB2B Commerce, Inc." or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. The Notes and Warrants will be delivered by the Company within 10 days following the consummation of this offering the Bridge Financing as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants) prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) he may not be able to liquidate his investmentan investment in the Units is illiquid; (iii) transferability of the securities comprising the Units is extremely limited; and (iv) an investor could suffer the loss of his entire investmentCompany will be unable to repay the Notes without obtaining additional financing, as well as other risk factors as more fully set forth herein and in the Term Sheet or in the Company's filings with the United States Securities and Exchange Commission ("SEC") under the exhibits theretoSecurities Exchange Act of 1934 (the "Exchange Act") or the Securities Act of 1933, as amended (the "Securities Act").
1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the investor questionnaire to be completed in connection with the Bridge Financing (the "Investor Questionnaire"), and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities with a limited trading market and that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet and all exhibits thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which that he has requested or desires to know and that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offeringBridge Financing. The Subscriber represents that he was not induced to invest by any form of general solicitation or general advertising including, but not limited to, the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the news or radio; and (ii) any seminar or meeting whose attendees were invited by any general solicitation or advertising.
1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (including, but not limited to, the possible need to recognize interest income relating to the Warrants) and that neither the contents Company nor either of the Offering Documents do not contain Placement Agents has provided him with tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units the Bridge Financing has not been reviewed by the United States Securities and Exchange Commission ("SEC") SEC because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the Securities Act. The Subscriber represents that the Notes and Warrants comprising his Units are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or otherwise transfer the Notes or the Warrants unless they are registered under the Securities Act or unless an exemption from such registration is available.
1.8 The Subscriber understands that Rule 144 (the "Rule") promulgated under the Securities Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Exchange Act, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the securities comprising the Units under the Securities Act, with the exception of certain registration rights set forth in Article IV herein. The Subscriber agrees that the Company may, if it desires, permit the transfer of the Notes, the Warrants, the Preferred Shares (collectively, the "Securities") and the shares of Common Stock issuable upon conversion of the Notes or Preferred Shares (collectively, the "Conversion Shares") and exercise of the Warrants (the "Warrant Shares") out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Securities Act or any applicable state "blue sky" laws.
1.9 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sale thereof, and to the issuance of stop transfer instructions with respect thereto.
1.10 The Subscriber acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.
1.11 If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly qualified to purchase and hold the Units; and (iii) that this Subscription Agreement has been duly and validly authorized, executed and delivered constitutes the legal, binding and enforceable obligation of the undersigned.
1.12 The Subscriber hereby represents that the address of Subscriber furnished by him at the end of this Subscription Agreement is the undersigned's principal residence if he is an individual or its principal business address if it is a corporation or other entity.
1.13 The Subscriber hereby represents that, except as set forth in the Term Sheet or the exhibits thereto (collectively, the "Offering Documents"), no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company, including the Placement Agents, and in entering into this transaction, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation by the Subscriber.
1.14 The Subscriber acknowledges that at such time as the Conversion Shares and the Warrant Shares (collectively, the "Reserved Shares") are registered, sales of such securities will be subject to state securities laws, including those of states which may require any securities sold therein to be sold through a registered broker-dealer or in reliance upon an exemption from registration.
1.15 The Subscriber acknowledges that the Maximum Offering may be increased by up to 30 Units ($3,000,000) without notice to Subscribers.
Appears in 1 contract
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 250,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States Trust Company of New York, as Escrow Agent for FutureLinkFutureLink Distribution Corp., or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. The Notes and Warrants will be delivered by the Company within 10 days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a having received and accepted subscriptions in the minimum of 40 Units ($2,000,000 principal amount of Notes and $5,000,000 Warrants) prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) he may not be able to liquidate his investment; (iii) transferability of the securities comprising the Units is extremely limited; and (iv) an investor could suffer the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet and the exhibits thereto.
1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities and that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet and all exhibits thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has requested or desires to know and that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offeringthis Offering.
1.6 The Subscriber acknowledges that this offering of Units Offering may involve tax consequences (including, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units Offering has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b)
Appears in 1 contract
Samples: Subscription Agreement (Commonwealth Associates /Bd)
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units shares (the “Shares”) of Common Stock as is set forth upon the signature page hereof at a price equal to $50,000 0.60 per Unitshare, and the Company agrees to sell such Units Shares to the Subscriber for said purchase price subject to price. Subscriber shall pay the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by delivery of a certified or bank check made payable to United States Trust the Company of New York, as Escrow Agent for FutureLink, (or by wire transfer of fundssuch amount to an account designated by the Company), contemporaneously with the execution and delivery of this Subscription Agreement. The Notes and Warrants will be delivered by the Company within 10 days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants) prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units Common Stock involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsCommon Stock; (ii) he may not be able to liquidate his investment; and (iii) transferability of the securities comprising the Units Common Stock is extremely limited; and (iv) an investor could suffer the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet and the exhibits thereto.
1.3 The Subscriber represents and warrants that he it is an "“accredited investor" ” as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "“Act"”), as indicated by his responses to the Investor Questionnaire, and that he it is able to bear the economic risk of an investment in the UnitsCommon Stock. The Specifically, Subscriber further represents is (check appropriate items(s)):
(i) a bank as defined in Section 3(a)(2) of the Act, or a savings and warrants loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Act; an 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; a Small Business Investment Company licensed by the information furnished U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a 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; an 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 Advisers Act of 1940;
(iii) an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;
(iv) a director or executive officer of the Company;
(v) a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds $1,000,000;
(vi) a natural person who had an individual income (not including his or her spouse’s income) in excess of $200,000 in 2004 and 2005 or joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching such income level in 2006;
(vii) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a person having such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks entailed in the Investor Questionnaire purchase of the Shares; or
(viii) an entity in which all of the equity owners are Accredited Investors (if this alternative is accurate checked, Subscriber must identify each equity owner and complete in all material respectsprovide statements signed by each demonstrating how each is qualified as an accredited investor).
1.4 The Subscriber acknowledges that he it has prior investment experience, including investment in non-listed and non-registered securities and that he Subscriber recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet and all exhibits thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he it has been furnished by the Company during the course of this transaction with all information regarding the Company which he that it has requested or desires to know and and; that he it has been afforded the opportunity to meet with, ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offeringthis Offering.
1.6 The Subscriber acknowledges that this offering of Units Offering may involve tax consequences (includingconsequences, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents do Company has not contain provided tax advice or informationinformation to the Subscriber. The Subscriber acknowledges that he it must retain his own professional advisors to evaluate the tax and other consequences of an investment in the UnitsCommon Stock.
1.7 The Subscriber acknowledges that this offering of Units Offering has not been reviewed by the United States Securities and Exchange Commission ("“SEC"”) because of the Company's ’s representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) and/or 3(b) of the Act. The Subscriber represents that the Shares are being purchased for its own account, for investment and not for distribution or 3(b)resale to others. The Subscriber agrees that it will not sell or otherwise transfer the Shares unless they are registered under the Act or unless an exemption from such registration is available.
1.8 The Subscriber understands that the Shares have not been registered under the Act. The Subscriber understands that Rule 144 (the “Rule”) promulgated under the Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company is currently a reporting company but makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber agrees that the Company may, if it desires, permit the transfer of the Shares out of Subscriber’s name only when Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws.
1.9 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof.
1.10 The Subscriber acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the notice required by the NASD’s Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.
Appears in 1 contract
Samples: Subscription Agreement (Gvi Security Solutions Inc)
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 100,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company it may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States "American Stock Transfer & Trust Company of New York, as Escrow Agent escrow agent for FutureLinkWorldWide Web NetworX", or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. The Notes and Warrants certificates for the Shares will be delivered by the Company within 10 days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 60 Units (for a purchase price of $2,000,000 principal amount of Notes and 5,000,000 Warrants) 6,000,000 prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company requires substantial funds in addition to the proceeds of this private placement; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iiiii) he may not be able to liquidate his investment; (iiiiv) transferability of the securities comprising the Units Shares is extremely limited; and (ivv) an investor could suffer sustain the loss of his entire investment, as well as other risk factors factors, as more fully set forth herein and in the Term Sheet and the exhibits theretoMemorandum.
1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet Memorandum and all exhibits the attachments thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has had requested or desires desired to know know; that all documents which could be reasonably provided have been made available for his inspection and review; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offering, and any additional information which he had requested.
1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (including, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic non-public offering pursuant to Sections 4(2) or 3(b)) of the Act. The Subscriber represents that the Shares comprising his Units are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or otherwise transfer such securities unless they are registered under the Act or unless an exemption from such registration is available.
1.8 The Subscriber understands that the Shares comprising the Units have not been registered under Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon his investment intention. In this connection, the Subscriber understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other fixed period. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available.
1.9 The Subscriber understands that there is only a limited public market for any of the Company's securities. The Subscriber understands that even if a liquid public market develops for the Company's Common Stock, Rule 144 (the "Rule") promulgated under the Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the securities comprising the Units under the Act, with the exception of certain registration rights set forth in Article IV herein. The Subscriber consents that the Company may, if it desires, permit the transfer of the Shares out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state "blue sky" laws (collectively "Securities Laws") and subject to the provisions of Section 1.10 hereof. The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or in the Investor Questionnaire or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws.
1.10 The Subscriber agrees not to publicly sell, transfer or assign the Shares, without the prior written consent of the Company and the Placement Agent, for a period of one year from the Initial Closing and thereafter to sell their Shares only in the following amounts on a cumulative basis: !80 days after the first anniversary of the Initial Closing--one third of their holdings; Between 180 days and 360 days after the first anniversary of the Initial Closing-- one third of their holdings; Commencing the 361st day after the first anniversary of the Initial Closing-- one third of their holdings.
1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof.
1.12 The Subscriber understands that the Company will review this Subscription Agreement and the Investor Questionnaire and is hereby given authority by the undersigned to call his bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription and to close the offer at any time.
1.13 The Subscriber hereby represents that the address of Subscriber furnished by him at the end of this Subscription Agreement is the undersigned's principal residence if he is an individual or its principal business address if it is a corporation or other entity.
1.14 The Subscriber acknowledges that if he is a Registered Representative of a National Association of Securities Dealers, Inc. ("NASD") member firm, he must give such firm the notice required by the NASD Conduct Rules, or any applicable successor rules of the NASD receipt of which must be acknowledged by such firm on the signature page hereof.
1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation by the Subscriber.
1.16 The Subscriber agrees that he will sell the Shares pursuant to a registration statement (i) only for the purposes of raising funds or diversifying his portfolio and (ii) only to or through broker dealers, from time to time in transactions on the Nasdaq Stock Market or on the Electronic Bulletin Board, in negotiated transactions or otherwise in compliance with applicable laws.
1.17 If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly qualified to purchase and hold the Units; and (iii) that this Subscription Agreement has been duly and validly authorized, executed and delivered constitutes the legal, binding and enforceable obligation of the undersigned.
Appears in 1 contract
Samples: Subscription Agreement (Worldwide Web Networx Corp)
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forthforth herein and in the Confidential Term Sheet dated July 30, 1996 (the "Term Sheet"), the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company it may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States Continental Stock Transfer & Trust Company of New YorkCompany, as Escrow Agent for FutureLink, or by wire transfer of fundsAgent, contemporaneously with the execution and delivery of this Subscription Agreement. The Notes and Warrants Debentures will be delivered by the Company within 10 ten (10) days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 twenty-five (25) Units ($2,000,000 1,250,000 principal amount of Notes and 5,000,000 WarrantsDebentures) (the "Minimum Offering") prior to the Termination Date as defined in Article III hereof.
1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) the Company has commenced only minimal operations and its planned business requires the consummation of acquisitions which are subject to the Company's receipt of financing in addition to the proceeds of this private placement and other conditions and there can be no assurance such financing or acquisitions will be consummated; (ii) the Company requires substantial funds in addition to the proceeds of this private placement; (iii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iiiv) he may not be able to liquidate his investment; (iiiv) transferability of the securities comprising the Units is extremely limited; and (ivvi) in the event of a disposition, an investor could suffer sustain the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet and the exhibits theretoSheet.
1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Confidential Purchaser Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects.
1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on his behalf, and that he recognizes the highly speculative nature of this investment.
1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet and all exhibits the attachments thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has had requested or desires desired to know know; that all documents which could be reasonably provided have been made available for his inspection and review; and that such information and documents have, in his opinion, afforded the Subscriber with all of the same information that would be provided him in a registration statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offering, and any additional information which he had requested.
1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (includingconsequences, including but not limited to, to the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units.
1.7 The Subscriber acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber represents that the Debentures comprising his Units, and the securities issuable upon conversion of the Debentures, are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or otherwise transfer such securities unless they are registered under the Act or unless an exemption from such registration is available.
1.8 The Subscriber understands that the Debentures comprising the Units, and the securities issuable upon conversion of the Debentures, have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon his investment intention. In this connection, the Subscriber understands that it is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other fixed period. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his representation to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available.
1.9 The Subscriber understands that there is no public market for the securities comprising the Units. The Debentures provide that, in the event the Company completes an initial public offering ("IPO") of its securities, the Debentures will automatically convert into units (the "Debenture Units") of the Company, on the terms and conditions set forth in the form of Debenture attached hereto as Exhibit A, identical in all respects to the units offered in the IPO, subject to the provisions of Section 1.10 hereof, and expected to be comprised of one share of the Company's common stock, $.01 par value (the "Common Stock") and one warrant (the "Public Warrants"). The Subscriber understands that, if the Debentures have not been converted pursuant to the preceding sentence, commencing nine months from the initial closing of the private placement contemplated herein, on the terms and conditions set forth in the Debentures, the Subscriber may elect to convert the Debentures into shares of Common Stock and warrants (the "Bridge Warrants"). The Subscriber understands that even if a public market develops for the Common Stock, the Public Warrants or the Bridge Warrants, Rule 144 (the "Rule") promulgated under the Act requires, among other conditions, a two year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the securities comprising the Units under the Act, except as set forth in Article IV herein. The Subscriber consents that the Company may, if it desires, permit the transfer of the securities comprising the Units or issuable upon conversion thereof out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state "blue sky" laws (collectively "Securities Laws") and subject to the provisions of Section 1.10 hereof. The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or in the Confidential Purchaser Questionnaire or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws.
1.10 In the event that the Subscriber is a Company Designee (as defined herein), or is (or, following the Acquisitions, as defined herein, will be) an officer or director of the Company, the Subscriber agrees not to publicly sell, assign, transfer or otherwise dispose the Debentures or the securities issuable upon conversion of the Debentures, without the prior written consent of Royce Investment Group, Inc. (the "Placement Agent"), for a period of two years from the effective date ("Effective Date") of the registration statement relating to the Company's IPO. In the event that the Subscriber is neither an officer or director of the Company, or a Company Designee, the Subscriber agrees, if so requested by the Company after the Company and the Placement Agent shall have determined it necessary for regulatory reasons, not to sell, transfer or otherwise dispose publicly the securities issuable upon conversion of the Debentures for a period of one year after the Effective Date. Each Subscriber also agrees not to exercise the Public Warrants for a period of one year after the Effective Date.
1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Debentures comprising his Units and the securities issuable upon conversion of the Debentures stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof.
1.12 The Subscriber understands that the Company will review this Subscription Agreement and the Confidential Purchaser Questionnaire and the Company is hereby given authority by the undersigned to call his bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription and to close the offer at any time.
1.13 The Subscriber hereby represents that the address of Subscriber furnished by him at the end of this Subscription Agreement is the undersigned's principal residence if he is an individual or its principal business address if it is a corporation or other entity.
1.14 The Subscriber acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof.
1.15 The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and in entering into this transaction, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation by the Subscriber.
1.16 The Subscriber acknowledges that at such time, if ever, as the securities issuable upon conversion of the Debentures are registered, sales of such securities will be subject to state securities laws, including those of New Jersey which require any securities sold in New Jersey to be sold through a registered broker-dealer or in reliance upon an exemption from registration.
Appears in 1 contract
