EXHIBIT 4.2
INVESTMENT REPRESENTATION LETTER
_____________, 2002
Greenway Technologies Corp.
00 Xxxx 000, Xxxx Xxxxx Xxxx
Xxxxxxxx, 000000, Xxxxx
Attn: Xxxxxxx X. Xx, Esq.
Re: Investment Representation Letter -
Plan of Gifting between Affiliates of Greenway Technologies Corp.
and Recipients
Gentlemen:
In connection with the proposed gifting distribution of certain shares
of the outstanding capital stock of Greenway Technologies Corp., a Delaware
corporation (the "Company"), of which I am a recipient, each of the undersigned
hereby makes the following certifications and representations with respect to
the Common Stock that is being gifted to the undersigned pursuant to the
gifting distribution (the "Shares").
The undersigned is either an "accredited investor," as that term is
defined in Regulation D of the Securities Act of 1933, as amended (the
"Securities Act") or prior to the acquisition of Common Stock, (i) has been
given an opportunity by the Company to ask questions and receive answers
concerning the terms and conditions of the offering and to obtain any
additional information from the Company that is necessary to make an informed
decision regarding the offering, and (ii) has been advised by the Company of
the limitations on resale.
The undersigned further represents that the undersigned has the
educational background and the business and financial knowledge and experience
necessary to evaluate the prospective investment in the Company:
The undersigned represents and warrants that the undersigned is
acquiring the Shares solely for the undersigned's account for investment and
not with a view to or for sale or distribution of the Shares or any part
thereof. The undersigned also represents that the entire legal and beneficial
interests of the Shares the undersigned is acquiring is being acquired for,
and will be held for, the undersigned's account only.
The undersigned understands that the Shares have not been registered
under the Securities Act on the basis that no distribution or public offering
of the Shares is to be effected. The undersigned realizes that the basis for
the exemption may not be present if, notwithstanding the undersigned's
representations, the undersigned has in mind merely acquiring the Shares for
a fixed or determinable period in the future, or for a market rise, or for
sale if the market does not rise. The undersigned has no such intention.
The undersigned recognizes that the Shares being acquired by the
undersigned must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.
The undersigned is aware that the Shares may not be sold pursuant to Rule 144
adopted under the Securities Act ("Rule 144") unless certain conditions are
met including, among other things, (1) the availability of certain current
public information about the Purchaser, (2) the passage of required holding
periods under Rule 144 and (3) compliance with limitations on the volume of
shares which may be sold during any three-month period. The undersigned
acknowledges that the certificates representing the Shares will be legended
to reflect these restrictions.
The undersigned further agrees not to make any disposition of all or any
part of the Shares being acquired in any event unless and until:
1. The Shares are transferred pursuant to Rule 144; or
2. The Company shall have received a letter secured by the undersigned
from the Securities and Exchange Commission stating that no action will be
recommended to the Commission with respect to the proposed disposition; or
3. There is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is made
in accordance with said registration statement; or
4. (i) The undersigned shall have notified the Company of the proposed
disposition and shall have furnished the Company with a detailed statement of
the circumstances surrounding the proposed disposition and (ii) the undersigned
shall have furnished the Company with an opinion of counsel for the undersigned
to the effect that such disposition will not require registration of such
Shares under the Securities Act.
_________________________________
Signature
________________________________
Print Name
