Representations of Investor. In connection with the sale of the REG-CF SAFE to me, I hereby acknowledge and represent to the Company as follows: a. I hereby acknowledge receipt of a copy of the Form C, and all exhibits and appendices thereto, filed by the Company with the U.S. Securities and Exchange Commission on June 14, 2021 (as such Form C may be amended, updated or supplemented from time to time, the “Form C”) relating to the Company’s offering of REG-CF SAFEs pursuant to Section 4(a)(6) of the Securities Act of 1933, as amended (the “Securities Act”), as well as a copy of the form of REG-CF SAFE attached thereto. I hereby specifically accept and adopt each and every provision of the REG-CF SAFE and agreed to be bound thereby. b. I have carefully read the Form C, including the section thereof titled “Risks Factors,” and have carefully reviewed the information and documents contained therein and attached thereto. I understand that the information and documents contained in and attached to the Form C are important to a review and understanding of the Company’s offering of REG-CF SAFEs. I have relied solely upon the Form C and investigations made by me or my representatives in making the decision to purchase a REG-CF SAFE. No statement, printed material or inducement has been given or made by any person associated with the offering of the REG-CF SAFEs which was contrary to the information in the Form C. c. I have been given access to full and complete information regarding the Company (including the opportunity to meet with members of management of the Company, and review all of the documents described in the Form C and such other documents as I may have requested in writing) and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Form C. d. I am experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of investing in a REG-CF SAFE, and do not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, I have used a knowledgeable representative who has such knowledge and experience in financial or business matters who it is capable of evaluating the merits and risks of the investment in a REG-CF SAFE in connection with my decision to purchase a REG-CF SAFE). e. I understand that an investment in the REG-CF SAFE is highly speculative and involves a high degree of risk. I believe the investment is suitable for me based on my investment objectives and financial needs. I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity of investment with respect to the REG-CF SAFE. I can bear the economic risk of an investment in the REG-CF SAFE for an indefinite period of time and can afford a complete loss of such investment. f. I understand that there will be no market for the REG-CF SAFE or any shares of capital stock of the Company issuable upon conversion of the REG-CF SAFE (the REG-CF SAFE and any such shares of capital stock, the “Securities”), that there are significant restrictions on the transferability of the Securities and that for these and other reasons, I may not be able to liquidate an investment in the Securities for an indefinite period of time. g. I have been advised that the REG-CF SAFE has not been registered under the Securities Act or under applicable state securities laws (the “State Laws”) and is offered pursuant to exemptions from registration under the Securities Act and the State Laws. I understand that the Company’s reliance on such exemptions is predicated in part on my representations to the Company contained herein. h. I understand that, except as outlined in the Form C or as permitted by applicable law, I am not entitled to cancel, terminate or revoke this subscription or any agreements hereunder and that this subscription and any such agreements shall survive my death, incapacity, bankruptcy, dissolution or termination.
Appears in 3 contracts
Sources: Subscription Agreement, Subscription Agreement, Subscription Agreement
Representations of Investor. In connection with the sale of the REG-CF SAFE to me, I hereby acknowledge and represent to the Company as follows:
a. I hereby acknowledge receipt of a copy of the Form CConfidential Private Placement Term Sheet of the Company, dated on or about 11/11/2020, and all exhibits and appendices thereto, filed by the Company with the U.S. Securities and Exchange Commission on June 14, 2021 thereto (as such Form C may be amended, updated or supplemented from time to timecollectively, the “Form CTerm Sheet”) , relating to the Company’s offering of REG-CF SAFEs pursuant to Section 4(a)(6) of the Securities Act of 1933, as amended (the “Securities Act”)SAFE offering, as well as a copy of the form of REG-CF SAFE attached thereto. I hereby specifically accept and adopt each and every provision of the REG-CF SAFE and agreed agree to be bound thereby.
b. I have carefully read the Form CTerm Sheet, including the section thereof titled “Risks Factors,” ”, and have carefully reviewed the information and documents contained therein and attached thereto. I understand that the information and documents contained con- tained in and attached to the Form C Term Sheet are important to a review and understanding of the Company’s offering of REG-CF SAFEs. I have relied solely upon the Form C Term Sheet and investigations made by me or my representatives in making the decision to purchase a REG-CF SAFE. No statement, printed material or inducement has been given or made by any person associated with the offering of the REG-CF SAFEs which was contrary to the information in the Form C.Term Sheet.
c. I have been given access to full and complete information regarding the Company (including the opportunity to meet with members of management of the Company, and review all of the documents described in the Form C Term Sheet and such other documents as I may have requested in writing) and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Form C.Term Sheet.
d. I am experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of investing in a REG-CF SAFE, and do not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, I have used a knowledgeable representative who has such knowledge and experience in financial or business matters who that it is capable of evaluating the merits and risks of the investment in a REG-CF SAFE business matters and who is capable of evaluating the merits and risks of the investment in a SAFE in connection with my decision to purchase a REG-CF SAFE).
e. I understand that an investment in the REG-CF SAFE is highly speculative and involves a high degree of risk. I believe the investment is suitable for me based on my investment objectives and financial needs. I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity of investment with respect to the REG-CF SAFE. I can bear the economic risk of an investment in the REG-CF SAFE for an indefinite period of time and can afford a complete loss of such investment.
f. I understand that there will be no market for the REG-CF SAFE or any shares of capital stock of the Company issuable upon conversion of the REG-CF SAFE (the REG-CF SAFE Safe and any such shares of capital stock, the “Securities”), that there are significant restrictions on the transferability of the Securities and that for these and other reasons, I may not be able to liquidate an investment in the Securities for an indefinite period of time.
g. I have been advised that the REG-CF SAFE has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities laws (the “State Laws”) and is offered pursuant to exemptions from registration under the Securities Act and the State Laws. I understand that the Company’s reliance on such exemptions is predicated in part on my representations to the Company contained herein.
h. I understand that, except as outlined in the Form C or as permitted by applicable law, that I am not entitled to cancel, terminate or revoke this subscription or any agreements hereunder and that this subscription and any such agreements shall survive my death, incapacity, bankruptcy, dissolution or termination.
i. I hereby acknowledge that I am not subscribing for the SAFE as a result of, subsequent to or pursuant to (i) any advertise- ment, article, notice or other communications published in any newspaper, magazine or similar media (including any internet site) or broadcast over television or radio, or (ii) any seminar or meeting whose attendees, including me, had been invited as a result of, subsequent to or pursuant to any of the foregoing.
Appears in 1 contract
Sources: Subscription Agreement
Representations of Investor. In connection with the sale of the REG-CF SAFE Convertible Promissory Notess to me, I hereby acknowledge and represent to the Company as follows:
a. : I hereby acknowledge receipt of a copy of the Form CConfidential Private Placement Memorandum of the Company, and all exhibits and appendices theretodated on or about 2022-12-07 00:00:00, filed by the Company with the U.S. Securities and Exchange Commission on June 14, 2021 (as such Form C may be amended, updated or supplemented from time to time, the “Form CMemorandum”) ), relating to the Company’s offering of REG-CF SAFEs pursuant to Section 4(a)(6) of the Securities Act of 1933, as amended (the “Securities Act”), as well as a copy of the form of REG-CF SAFE attached thereto. I hereby specifically accept and adopt each and every provision of the REG-CF SAFE and agreed to be bound therebyConvertible Promissory Notes.
b. a. I have carefully read the Form CMemorandum, including the section thereof titled entitled “Risks Factors,” ”, and have carefully reviewed the information and documents contained therein and attached thereto. I understand that the information and documents contained in and attached to the Form C are important to a review and understanding of the Company’s offering of REG-CF SAFEs. I have relied solely upon the Form C Mem- orandum and investigations made by me or my representatives in making the decision to purchase a REG-CF SAFEinvest in the Company. No statement, I have not relied on any other statement or printed material or inducement has been given or made by any person associated with the offering of the REG-CF SAFEs which was contrary to the information in the Form C.Convertible Promissory Notess.
c. b. I have been given access to full and complete information regarding the Company (including the opportunity to meet with members of management the Founder of the Company, Company and review all of the documents described in the Form C Memorandum and such other documents as I may have requested in writing) and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Form C.Memorandum.
d. c. I am experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of investing in a REG-CF SAFEthe Convertible Promissory Notess, and do not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, I have used a knowledgeable representative who has such knowledge and experience in financial or business matters who it is capable of evaluating the merits and risks of the investment in a REG-CF SAFE in connection with my decision to purchase a REG-CF SAFEthe Convertible Promissory Notess).
e. d. I understand that an investment in the REG-CF SAFE Convertible Promissory Notess is highly speculative and involves a high degree of risk. I believe the investment is suitable for me based on my investment objectives and financial needs. I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity of investment with respect to the REG-CF SAFEConvertible Promissory Notess. I can bear the economic risk of an investment in the REG-CF SAFE Convertible Promissory Notess for an indefinite period of time and can afford a complete loss of such investment.
f. e. I understand that there will may be no market for the REG-CF SAFE or any shares of capital stock of the Company issuable upon conversion of the REG-CF SAFE (the REG-CF SAFE and any such shares of capital stock, the “Securities”)Convertible Promissory Notess, that there are significant restrictions on the transferability of the Securities Convertible Promissory Notess and that for these and other reasons, I may not be able to liquidate an investment in the Securities Convertible Promissory Notess for an indefinite period of time.
g. f. I have been advised that the REG-CF SAFE has Convertible Promissory Notess have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or under applicable state securities laws (the “State Laws”) ), and is are offered pursuant to exemptions from registration under the Securities Act and the State Laws. I understand that the Company’s reliance on such exemptions is predicated in part on my representations to the Company contained herein.
h. g. I understand that, except as outlined in the Form C or as permitted by applicable law, that I am not entitled to cancel, terminate or revoke this subscription subscription, my capital commitment or any agreements agree- ments hereunder and that this the subscription and any such agreements shall survive my death, incapacity, bankruptcy, dissolution or termination.
h. I understand that capital contributions to the Company will not be returned after they are paid.
Appears in 1 contract
Sources: Subscription Agreement
Representations of Investor. In connection with the sale of the REGNon-CF SAFE Patron Membership Interests to me, I hereby acknowledge and represent to the Company as follows:
a. : I hereby acknowledge receipt of a copy of the Form CConfidential Private Placement Memorandum of the Company, and all exhibits and appendices theretodated on or about August 8, filed by the Company with the U.S. Securities and Exchange Commission on June 142018, 2021 (as such Form C may be amended, updated or supplemented from time to time, the “Form CMemorandum”) ), relating to the Company’s offering of REGthe Non-CF SAFEs pursuant to Section 4(a)(6) of the Securities Act of 1933, as amended (the “Securities Act”), as well as a copy of the form of REG-CF SAFE attached thereto. I hereby specifically accept and adopt each and every provision of the REG-CF SAFE and agreed to be bound therebyPatron Membership Interest.
b. a. I have carefully read the Form CMemorandum, including the section thereof titled entitled “Risks Factors,” ”, and have carefully reviewed the information and documents contained therein and attached thereto. I understand that the information and documents contained in and attached to the Form C are important to a review and understanding of the Company’s offering of REG-CF SAFEs. I have relied solely upon the Form C Memorandum and investigations made by me or my representatives in making the decision to purchase a REG-CF SAFEinvest in the Company. No statement, I have not relied on any other statement or printed material or inducement has been given or made by any person associated with the offering of the REGNon-CF SAFEs which was contrary to the information in the Form C.Patron Membership Interests.
c. b. I have been given access to full and complete information regarding the Company (including the opportunity to meet with members of management the Board Chair of the Company, Company and review all of the documents described in the Form C Memorandum and such other documents as I may have requested in writing) and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Form C.Memorandum.
d. c. I am experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of investing in a REGthe Non-CF SAFEPatron Membership Interests, and do not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, I have used a knowledgeable representative who has such knowledge and experience in financial or business matters who it is capable of evaluating the merits and risks of the investment in a REG-CF SAFE in connection with my decision to purchase a REGthe Non-CF SAFEPatron Membership Interests).
e. d. I understand that an investment in the REGNon-CF SAFE Patron Membership Interests is highly speculative and involves a high degree of risk. I believe the investment is suitable for me based on my investment objectives and financial needs. I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity of investment with respect to the REGNon-CF SAFEPatron Membership Interests. I can bear the economic risk of an investment in the REGNon-CF SAFE Patron Membership Interests for an indefinite period of time and can afford a complete loss of such investment.
f. e. I understand that there will may be no market for the REGNon-CF SAFE or any shares of capital stock of the Company issuable upon conversion of the REG-CF SAFE (the REG-CF SAFE and any such shares of capital stock, the “Securities”)Patron Membership Interests, that there are significant restrictions on the transferability of the Securities Non-Patron Membership Interests and that for these and other reasons, I may not be able to liquidate an investment in the Securities Non-Patron Membership Interests for an indefinite period of time.
g. f. I have been advised that the REGNon-CF SAFE has Patron Membership Interests have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or under applicable state securities laws (the “State Laws”) ), and is are offered pursuant to exemptions from registration under the Securities Act and the State Laws. I understand that the Company’s reliance on such exemptions is predicated in part on my representations to the Company contained herein.
h. g. I understand that, except as outlined in the Form C or as permitted by applicable law, that I am not entitled to cancel, terminate or revoke this subscription subscription, my capital commit- ment or any agreements hereunder and that this the subscription and any such agreements shall survive my death, incapacity, bankruptcy, dissolution or termination.
h. I understand that capital contributions to the Company will not be returned after they are paid.
a. I understand that (i) there may be no market for the Non-Patron Membership Interests, (ii) the purchase of the Non-Patron Membership Interests is a long-term investment, (iii) the transferability of the Non-Patron Membership Interests is restricted, (iv) the Non-Patron Membership Interests may be sold by me only pursuant to registration under the Securities Act and State Laws, or an opinion of counsel that such registration is not required, and (v) the Company does not have any obligation to register the Non-Patron Membership Interests.
b. I represent and warrant that I am purchasing the Non-Patron Membership Interests for my own account, for long term investment, and without the intention of reselling or redistributing the Non-Patron Membership Interests. The Non-Patron Membership Interests are being purchased by me in my name solely for my own beneficial interest and not as nominee for, on behalf of, for the beneficial interest of, or with the intention to transfer to, any other person, trust, or organization, and I have made no agreement with others regarding any of the Non-Patron Membership Interests. My financial condition is such that it is not likely that it will be necessary for me to dispose of any of the Non-Patron Membership Interests in the foreseeable future.
c. I am aware that, in the view of the Securities and Exchange Commission, a purchase of securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company or its business, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of any of the Non-Patron Membership Interests and for which the Non-Patron Membership Interests were or may be pledged as security would represent an intent inconsistent with the investment representations set forth above.
d. I understand that any sale, transfer, pledge or other disposition of the Non-Patron Membership Inter- ests by me (i) may require the consent of the Board Chair of the Company, (ii) will require conformity with the restrictions contained in this Section 4, and (iii) may be further restricted by a legend placed on the instruments or certificate(s) representing the securities containing substantially the following language: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be sold, offered for sale, or transferred except pursuant to either an effective registration statement under the Securities Act of 1933, as amended, and under the applicable state securities laws, or an opinion of counsel for the Company that such transaction is exempt from registration under the Securities Act of 1933, as amended, and under the applicable state securities laws. The transfer or encumbrance of the securities represented by this certificate is subject to substantial restrictions.”
Appears in 1 contract
Sources: Subscription Agreement
Representations of Investor. In connection with the sale of the REG-CF SAFE Shares to me, I hereby acknowledge and represent to the Company as follows:
a. : I hereby acknowledge receipt of a copy of the Form CInvestor Package dated on or about June 16, and all exhibits and appendices thereto2017, filed by the Company with the U.S. Securities and Exchange Commission on June 14, 2021 (as such Form C may be amended, updated or supplemented from time to time, the “Form CTerm Sheet”) ), relating to the Company’s offering of REG-CF SAFEs pursuant to Section 4(a)(6) of the Securities Act of 1933, as amended (the “Securities Act”)Shares, as well as a copy of the form of REG-CF SAFE attached thereto. I Shareholder Agreement (the “Shareholder Agreement”); and hereby specifically accept and adopt each and every provision of the REG-CF SAFE Shareholder Agreement and agreed agree to be bound thereby.
b. ; and hereby make, constitute and appoint the Chief Executive Officer, with full power of substitution, my true and lawful attorney‑in‑fact for the purposes of the Shareholder Agreement, which Shareholder Agreement is incorporated herein by reference and hereby made a part hereof. I have carefully read the Form CTerm Sheet, including the section thereof titled “Risks Factors,” and have carefully reviewed the information and documents contained therein and attached thereto. I understand that the information and documents contained in and attached to the Form C are important to a review and understanding of the Company’s offering of REG-CF SAFEs. I have relied solely upon the Form C Term Sheet and investigations made by me or my representatives in making the decision to purchase a REG-CF SAFEinvest in the Company. No statement, I have not relied on any other statement or printed material or inducement has been given or made by any person associated with the offering of the REG-CF SAFEs which was contrary to the information in the Form C.
c. Shares. I have been given access to full and complete information regarding the Company (including the opportunity to meet with members of management the Chief Executive Officer of the Company, Company and review all of the documents described in the Form C Term Sheet and such other documents as I may have requested in writing) and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Form C.
d. Term Sheet. I am experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of investing in a REG-CF SAFEthe Shares, and do not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, I have used a knowledgeable representative who has such knowledge and experience in financial or business matters who it is capable of evaluating the merits and risks of the investment in a REG-CF SAFE in connection with my decision to purchase a REG-CF SAFEthe Shares).
e. . I understand that an investment in the REG-CF SAFE Shares is highly speculative and involves a high degree of risk. I believe the investment is suitable for me based on my investment objectives and financial needs. I have adequate means for providing for my current financial needs and personal contingencies and have no need for liquidity of investment with respect to the REG-CF SAFEShares. I can bear the economic risk of an investment in the REG-CF SAFE Shares for an indefinite period of time and can afford a complete loss of such investment.
f. . I understand that there will be no market for the REG-CF SAFE or any shares of capital stock of the Company issuable upon conversion of the REG-CF SAFE (the REG-CF SAFE and any such shares of capital stock, the “Securities”)Shares, that there are significant restrictions on the transferability of the Securities Shares and that for these and other reasons, I may not be able to liquidate an investment in the Securities Shares for an indefinite period of time.
g. . I have been advised that the REG-CF SAFE has Shares have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or under applicable state securities laws (the “State Laws”) ), and is are offered pursuant to exemptions from registration under the Securities Act and the State Laws. I understand that the Company’s reliance on such exemptions is predicated in part on my representations to the Company contained herein.
h. . I understand that, except as outlined in the Form C or as permitted by applicable law, that I am not entitled to cancel, terminate or revoke this subscription subscription, my capital commitment or any agreements hereunder and that this the subscription and any such agreements shall survive my death, incapacity, bankruptcy, dissolution or termination. I understand that capital contributions to the Company will not be returned after they are paid. I hereby acknowledge that I am not subscribing for the Shares as a result of, subsequent to or pursuant to (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any internet site) or broadcast over television or radio, or (ii) any seminar or meeting whose attendees, including me, had been invited as a result of, subsequent to or pursuant to any of the foregoing.
Appears in 1 contract
Sources: Subscription Agreement