Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon: 3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (a) this Subscription Agreement; (b) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all of the Company’s ▇▇▇▇▇ filings; and (d) written or verbal answers to all questions the Subscriber submitted to the Company regarding an investment in the Company. 3.2 Such Subscriber understands that an investment in the Shares involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the Shares. 3.3 Such Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company. 3.4 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Shares. 3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereof, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction; 3.6 Such Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment. 3.7 Such Subscriber (i) is a citizen or resident of the United States of America, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. 3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company. 3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him. 3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects. 3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision. 3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber. 3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so. 3.14 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Appears in 5 contracts
Sources: Subscription Agreement (Santaro Interactive Entertainment Co), Subscription Agreement (Santaro Interactive Entertainment Co), Subscription Agreement (Santaro Interactive Entertainment Co)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety entirety; (a) this Subscription Agreement; (b) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; and (c) all of the Company’s ▇▇▇▇▇ filings; and written (dor verbal) written or verbal answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Shares being purchased hereunder have been offered pursuant to Regulation D, Section 506 and Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Act”) and have not been registered under the laws of certain states, and are being offered and sold in reliance upon exemptions from the registration provisions of such laws; (ii) Subscriber cannot sell the Shares unless they are registered under any applicable federal or state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Shares, stating that such securities have not been registered under any federal or state securities laws and setting forth or referring to the restrictions on transferability and sales of the securities; (iv) the Company will place stop transfer instructions against the securities and the certificates for the securities to restrict the transfer thereof; and (v) the Company has no obligations to register the securities or assist the Subscriber in obtaining an exemption from the Securities and Exchange commission or from the various state registration requirements except as set forth herein or therein. Subscriber agrees not to resell the Shares without compliance with the terms of this Subscription Agreement and any applicable federal or state securities laws.
3.3 Such Subscriber agrees not to sell or otherwise transfer the Subscriber’s Shares unless and until they are subsequently registered under any applicable federal or state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 3.5 Such Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 3.6 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Shares.
3.5 3.7 Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act offering contemplated hereby has not been reviewed by any federal or state governmental body or agency due in part to the Company’s representations that it will comply with the provisions of 1933, as amended (the "Securities Act"), and Regulation D; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) the documents used in compliance connection with their administration and enforcement this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereof, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;Shares for investment.
3.6 3.8 Such Subscriber is aware that the Shares have not been registered under the Act and that no active market exists for the Sharestherefor. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 3.9 Such Subscriber (i) is a citizen or resident of the United States of America, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.,
Appears in 5 contracts
Sources: Securities Subscription Agreement (BorrowMoney.com, Inc.), Securities Subscription Agreement (BorrowMoney.com, Inc.), Securities Subscription Agreement (BorrowMoney.com, Inc.)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber has all requisite power and authority to enter into this Agreement and to carry out the provisions hereof.
3.2 Subscriber represents that Subscriber satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) (a copy of such definition is set forth in Appendix A attached hereto).
3.3 Subscriber understands that (i) the Shares (the “Securities”) have not been registered under the Securities Act or any applicable state securities law; (ii) Subscriber cannot sell any Securities unless they are registered under the Securities Act and any applicable state or foreign securities laws or unless exemptions from such registration requirements are available, (iii) a legend will be placed on the certificates evidencing the Securities stating that the Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales thereof, (iv) the Company will place stop transfer instructions against the Securities, and (v) the Company has no obligation to register the Securities or assist Subscriber in obtaining an exemption from the various registration requirements.
3.4 Subscriber (i) is acquiring the Securities solely for Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities, to any other person; and (iii) agrees not to sell, assign, encumber or transfer all or any part of the Securities (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members) until such securities are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available as evidenced by an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (i) may be effected without registration of the Securities under the Securities Act; and (ii) does not violate any applicable Federal or state securities laws.
3.5 Subscriber represents that the Company has made available to Subscriber all information which Subscriber deemed material to making an informed investment decision in connection with his, her or its purchase of the Securities. Subscriber acknowledges that he Subscriber has received, received and carefully read and understands in their entirety (ai) this Subscription Agreement; (b) , and all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (cii) all of a prospectus for the Company’s ▇▇▇▇▇ filings; , dated _________, , and (diii) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company.
3.2 Such Subscriber understands that an investment in the Shares involves substantial risks ; and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated has relied on the signature page hereof, the Subscriber information contained therein and has no present intention of becoming a resident of not been furnished with any other state documents, offering literature, memorandum or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Sharesprospectus. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such Subscriber (i) is a citizen or resident of the United States of America, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ________________, President and Chief Executive Officer of the Company, concerning the terms and conditions of Subscriber’s purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to himSubscriber.
3.6 Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables the Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment.
3.7 Subscriber understands that an investment in the Securities involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the Securities.
3.8 Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.9 Subscriber understands that (i) the offering contemplated hereby has not been reviewed by any Federal, state or other governmental body or agency; (ii) if required by the laws or regulations of said state(s) or other jurisdiction the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) or other jurisdiction for registration or exemption therefrom; and (iii) subscription documents used in connection with this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the Shares for investment.
3.10 Such Subscriber is aware no market exists for the Shares and that none may develop. Subscriber has adequate means of providing for Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his, her or its entire investment.
3.11 Subscriber (i) is a citizen or resident of the state of residence shown on the Agreement’s Subscriber Signature Page; (ii) if a natural person, is at least 21 years of age; (iii) has adequate means of providing for his or its current needs and personal contingencies; (iv) has no need for liquidity in his, her or its investment in the Securities; and (v) maintains his, her or its domicile (and is not a transient or temporary resident) at the address shown below.
3.12 All information that Subscriber has provided the Company concerning Subscriber, Subscriber's financial position and Subscriber's knowledge of financial and business matters is correct and complete as of the date hereof. The Subscriber agrees that financial and other information concerning Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning Subscriber's financial information as may be reasonably requested by the Company.
3.13 Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and recognizes and understands all of the risks relating to the purchase of the Securities and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, determined that an investment in the Company is consistent with the Subscriber’s 's investment objectives and income prospects.
3.11 Such 3.14 Subscriber acknowledges understands that the Company has made total amount of funds tendered to purchase the Securities are unsecured and are placed at the risk of the business and may be completely lost.
3.15 Subscriber’s overall commitment to investments, including Subscriber’s investment in the Company, which are not readily marketable, is not disproportionate to Subscriber’s net worth, and Subscriber’s investment in the securities described herein will not cause such overall commitment to become excessive. Subscriber understands that the statutory basis on which such Securities are being offered, sold and/or issued to the Subscriber would not be available if Subscriber’s present intention were to himhold such securities for a fixed period of time or until the occurrence of a certain event. Subscriber realizes that, at in the view of the Securities and Exchange Commission (“SEC”), a reasonable time prior to his purchase of such securities now, with a present intention to resell by reason of a foreseeable specific contingency or any anticipated change in the Sharesmarket value of such securities, or in the opportunity to ask questions ofcondition of the Company or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by Subscriber for the acquisition of such securities, and receive answers fromfor which such securities may be pledged as a security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, constitute a purchase with an intention inconsistent with Subscriber’s representations to the Company concerning and the terms and conditions of SEC would then regard such purchase as a purchase for which the offering and to obtain any information, to exemption from registration under the extent that Securities Act relied upon by the Company possesses such information or can acquire it without unreasonable effort or expense, which in connection herewith is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decisionnot available.
3.12 Such 3.16 Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.17 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual a natural person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares Securities and is not prohibited from doing so.
3.14 3.18 If the Subscriber is purchasing the Shares Securities in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person or entity fulfills all the requirements for purchase of the Shares Securities as such requirements are set forth herein, concurs in the purchase of the Shares Securities and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
3.19 Subscriber recognizes that the Company may seek to raise additional operating capital through a variety of sources, and that although the Company may undertake one or more public or private offerings of its shares of Common Stock or other securities, there can be no assurance that any such offering will be made or, if made, that it will be successful.
Appears in 2 contracts
Sources: Subscription Agreement (Tesoro Ventures Inc.), Subscription Agreement (Boomer Ventures Inc.)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he or she has receivedreceived (or has had access to), carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company’s recent Securities and Exchange Commission (“SEC”) filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, the Company’s Annual Report on Form 10-K for its fiscal year ended September 30, 2024, and any and all subsequently filed Exchange Act reports; (iii) all information necessary that the Subscriber has requested to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all of , and the Company’s ▇▇▇▇▇ filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied only on the information contained in the foregoing and has not been furnished with or relied upon any other documents, offering literature, memorandum, prospectus, or information.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act, and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligation to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements. Subscriber agrees not to resell or otherwise transfer the Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available, or without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; and (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Securities, including the fact that the Subscriber has, either alone or together with could lose the entire amount of the Subscriber’s Purchaser Representative (investment in the Securities.
3.5 Such Subscriber, or Subscriber’s financial advisor or purchaser representative, has substantial investment expertise in private placements, venture capital offerings, start-up and early stage businesses, is familiar with the Company’s business as that term outlined in its Form 10-K for its fiscal year ended September 30, 2024 and any and all subsequently filed Exchange Act reports and is defined knowledgeable about the risks associated with the business in Regulation D under which the Act)Company is engaged, and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 3.6 Subscriber is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. If the Subscriber is a natural person, such Subscriber (i) is a citizen or resident of the country set forth as his or her permanent address below, (ii) is at least 21 years of age, (iii) has adequate means of providing for his or her current needs and personal contingencies, (iv) has no need for liquidity in his or her investment in the Securities, and (v) maintains his or her domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that Subscriber understands that an accredited investor meets one of the following criteria: (INDICATE BY CHECKING (X) ONE OR MORE LINES UNDER A, B, OR C, AS APPROPRIATE)
A. For a natural person:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding the value of the Subscriber’s principal residence).
b. an individual who had an individual income in excess of $200,000 in each of the past two years or who had joint income with that individual’s spouse in excess of $300,000 in each of those years, and who reasonably expects to have that income level in 2025.
c. a natural person who holds, in good standing, one of the following professional licenses: the General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Advisor Representative license (Series 65).
d. a director, executive officer, or general partner of the issuer of the Securities being offered or sold.
e. a natural person who is a “knowledgeable employee,” as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940, of the issuer.
B. For a legal entity (other than a natural person):
a. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity.
b. 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 Securities Act.
c. an investment adviser relying on the exemption from registering with the SEC under Section 203(1) or (m) of the Investment Advisers Act of 1940.
d. an insurance company as defined in Section 2(13) of the Act.
e. an investment company registered under the Investment Company Act of 1940.
f. a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940.
g. a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958, as amended.
h. a rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act.
i. 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.
j. an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), 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.
k. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
l. an organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of acquiring the Securities offered, with total assets in excess of $5,000,000.
m. a corporation, limited liability company, partnership, Massachusetts or similar business trust not formed for the specific purpose of acquiring the Securities offered, with total assets in excess of $5,000,000.
n. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.
o. a family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, that (i) has assets under management in excess of $5,000,000.00; (ii) is not formed for the specific purpose of acquiring the Securities and (iii) has a person directing the prospective investment who has such knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and risks of the prospective investment.
p. a family client, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements of paragraph o above and whose prospective investment in the issuer is directed by that family office pursuant to paragraph o(iii) above.
q. an entity in which all of the equity owners are “accredited investors”.
C. NONE OF THE FOREGOING UNDER A OR B ABOVE APPLIES TO THE UNDERSIGNED. THE UNDERSIGNED IS NOT AN ACCREDITED INVESTOR.
3.7 Such Subscriber’s investment in the Company is reasonable in relation to his or her net worth and financial needs and he or she is able to bear the economic risk of losing his or her entire investment in the SharesSecurities without substantially affecting his or her present manner or mode of living.
3.5 3.8 Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933Offering contemplated hereby has not been reviewed by any federal, as amended (the "Securities Act"), and state or other governmental body or agency; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in compliance connection with their administration and enforcement this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereof, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;Securities for investment.
3.6 3.9 Such Subscriber is aware that no active market exists for the SharesSecurities have not been registered under the Securities Act. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 3.10 Such Subscriber (i) is a citizen shall not sell, assign, encumber or resident transfer all or any part of the United States Securities being acquired unless the Company has determined, upon the advice of Americacounsel for the Company, (ii) is at least 21 years that no applicable federal or state securities laws will be violated as a result of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown belowsuch transfer.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber has been able to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors officers and other persons acting on its behalf, behalf concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, deems necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the Securities issuable will contain a legend substantially as follows:
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Appears in 1 contract
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company’s recent filings under the Securities Exchange Act of 1934 (the “Exchange Act”), including, without limitation, the Company’s Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings; (iii) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all , inclusive of the Company’s ▇▇▇▇▇ filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligations to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber’s Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Securities, including the fact that the Subscriber has, either alone or together with could lose the entire amount of the Subscriber’s Purchaser Representative (investment in the Securities.
3.5 Such Subscriber has substantial investment expertise in private placements, venture capital offerings and start-up businesses, is extremely familiar with the Company’s business as that term outlined in its Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings and is defined knowledgeable about the risks associated with the business in Regulation D under which the Act), Company is engaged and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment 3.6 Subscriber is an “accredited investor,” as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 501(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated under (i) the Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the SharesSecurities, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that he, she or it understands that an accredited investor meets one of the following criteria:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding the value of the Subscriber’s principal residence);
b. an individual who had an individual income in excess of $200,000 in 2020 and 2019 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2021;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities 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 Securities Act; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), 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;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company or
h. an entity in which all of the equity owners are accredited investors.
3.7 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Securities without substantially affecting his present manner or mode of living.
3.8 All information herein concerning Such Subscriber understands that (i) the SubscriberOffering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the Subscriber’s financial position laws or regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the Subscriber’s knowledge of financial and business matters, is correct and complete as fairness of the date hereof Securities for investment.
3.9 Such Subscriber is aware that the Securities have not been registered under the Securities Act and as of that except for a limited public market in the date of ClosingCompany’s Common Shares, no established public market currently exists for the Company’s Common Shares and if there should can be any change in such information prior to the Closing, the Subscriber no assurance that an established market will immediately provide the Company with such new informationdevelop therefor. The Subscriber agrees that financial has adequate means of providing for the Subscriber's current needs and other information concerning personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.10 Such Subscriber may be disclosed by shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company to any persons or entities that may enter into a transaction with has determined, upon the advice of counsel for the Company. The Subscriber further agrees, if requested by the Company that no applicable federal or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information state securities laws will be violated as may be reasonably requested by the Companya result of such transfer.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer of the Company, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Financial Officer of the Company, concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the Common Shares as origination shares, accrued interest or upon conversion of the Notes will contain a legend substantially as follows:
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Appears in 1 contract
Sources: Subscription Agreement (Mobiquity Technologies, Inc.)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety entirety; (a) this Subscription Agreement; (b) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; and (c) all of the Company’s ▇▇▇▇▇ filings; and written (dor verbal) written or verbal answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Shares being purchased hereunder have been offered pursuant to Regulation D, Section 506 and Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Act”) and have not been registered under the laws of certain states, and are being offered and sold in reliance upon exemptions from the registration provisions of such laws; (ii) Subscriber cannot sell the Shares unless they are registered under any applicable federal or state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Shares, stating that such securities have not been registered under any federal or state securities laws and setting forth or referring to the restrictions on transferability and sales of the securities; (iv) the Company will place stop transfer instructions against the securities and the certificates for the securities to restrict the transfer thereof; and (v) the Company has no obligations to register the securities or assist the Subscriber in obtaining an exemption from the Securities and Exchange commission or from the various state registration requirements except as set forth herein or therein. Subscriber agrees not to resell the Shares without compliance with the terms of this Subscription Agreement and any applicable federal or state securities laws.
3.3 Such Subscriber agrees not to sell or otherwise transfer the Subscriber’s Shares unless and until they are subsequently registered under any applicable federal or state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 3.5 Such Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 3.6 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Shares.
3.5 3.7 Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act offering contemplated hereby has not been reviewed by any federal or state governmental body or agency due in part to the Company’s representations that it will comply with the provisions of 1933, as amended (the "Securities Act"), and Regulation D; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) the documents used in compliance connection with their administration and enforcement this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereof, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;Shares for investment.
3.6 3.8 Such Subscriber is aware that the Shares have not been registered under the Act and that no active market exists for the Sharestherefor. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 3.9 Such Subscriber (i) is a citizen or resident of the United States of America, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 3.10 All information herein which the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 3.11 Such Subscriber shall not sell, assign, encumber or transfer all or any part of the Shares being acquired (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members), unless the Company has determined, upon the advice of counsel for the Company, that no applicable federal or state securities laws will be violated as a result of such transfer. The Company may require an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (a) may be affected without registration of the Shares under the Act, and (b) does not violate any applicable federal or state securities laws.
3.12 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, concerning the terms and conditions of his purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 3.13 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 3.14 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 3.15 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.16 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 3.17 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Appears in 1 contract
Sources: Securities Subscription Agreement (BorrowMoney.com, Inc.)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company’s recent filings under the Securities Exchange Act of 1934 (the “Exchange Act”), including, without limitation, the Company’s Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings; (iii) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all , inclusive of the Company’s ▇▇▇▇▇ filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligations to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber’s Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Securities, including the fact that the Subscriber has, either alone or together with could lose the entire amount of the Subscriber’s Purchaser Representative (investment in the Securities.
3.5 Such Subscriber has substantial investment expertise in private placements, venture capital offerings and start-up businesses, is extremely familiar with the Company’s business as that term outlined in its Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings and is defined knowledgeable about the risks associated with the business in Regulation D under which the Act), Company is engaged and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment 3.6 Subscriber is an “accredited investor,” as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 501(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated under (i) the Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the SharesSecurities, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that he, she or it understands that an accredited investor meets one of the following criteria:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding the value of the Subscriber’s principal residence);
b. an individual who had an individual income in excess of $200,000 in 2020 and 2019 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2021;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities 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 Securities Act; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), 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;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company or h. an entity in which all of the equity owners are accredited investors.
3.7 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Securities without substantially affecting his present manner or mode of living.
3.8 All information herein concerning Such Subscriber understands that (i) the SubscriberOffering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the Subscriber’s financial position laws or regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the Subscriber’s knowledge of financial and business matters, is correct and complete as fairness of the date hereof Securities for investment.
3.9 Such Subscriber is aware that the Securities have not been registered under the Securities Act and as of that except for a limited public market in the date of ClosingCompany’s Common Shares, no established public market currently exists for the Company’s Common Shares and if there should can be any change in such information prior to the Closing, the Subscriber no assurance that an established market will immediately provide the Company with such new informationdevelop therefor. The Subscriber agrees that financial has adequate means of providing for the Subscriber's current needs and other information concerning personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.10 Such Subscriber may be disclosed by shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company to any persons or entities that may enter into a transaction with has determined, upon the advice of counsel for the Company. The Subscriber further agrees, if requested by the Company that no applicable federal or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information state securities laws will be violated as may be reasonably requested by the Companya result of such transfer.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer of the Company, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Financial Officer of the Company, concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the Common Shares, upon conversion of the Notes will contain a legend substantially as follows: THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED AND REMAINS EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Appears in 1 contract
Sources: Subscription Agreement (Mobiquity Technologies, Inc.)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Note attached hereto as Exhibit B, and incorporated herein by reference, (iii) all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (c) , all of the Company’s ▇▇▇▇▇ filingswhich are incorporated by reference; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the CompanyCompany (items described in (i)-(iv) hereof collectively referred to as the "Disclosure Documents"); and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell such Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligations to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber's Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the SharesSecurities, including the fact that the Subscriber could lose the entire amount of the Subscriber's investment in the Securities.
3.3 3.5 Such Subscriber is knowledgeable about the risks associated with the business in which the Company is engaged, namely, ____________________, and has, either alone or together with the Subscriber’s 's Purchaser Representative (as that term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 3.6 Such Subscriber’s 's investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the SharesSecurities.
3.5 3.7 Such Subscriber represents and warrants that he satisfies the definition of "accredited investor" as set forth in Rule 501(a) of Regulation D under the Act ("Regulation D") because the Subscriber is one of the types of persons listed below as indicated by Subscriber's check of the appropriate category and as specifically disclosed by the undersigned Subscriber in the Confidential Purchaser Questionnaire executed and delivered to the Company herewith and incorporated by this reference. (Please check the appropriate paragraph(s)).
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited Subscribers;
(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, (exclusive of personal residence and automobiles) at the time of his purchase exceeds $1,000,000;
(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 230.506(b)(2)(ii); and ____ (8) Any entity in which all of the equity owners are accredited Subscribers.
3.8 The Subscriber understands that no approval, authorization, consent, order or other action of, or filing with, any person, firm or corporation or any court, administrative agency or other governmental authority is required in connection with the execution and delivery of this Agreement by the Subscriber or the consummation of the transactions described herein, except as disclosed herein and, except to the extent that the Subscriber or the Company is required to file reports in accordance with relevant regulations under federal securities laws.
3.9 Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933offering contemplated hereby has not been reviewed by any federal, as amended (the "Securities Act"), and state or other governmental body or agency; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in compliance connection with their administration and enforcement this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereof, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;Securities for investment.
3.6 3.10 Such Subscriber is aware that no active market exists for the SharesSecurities have not been registered under the Securities Act. The Subscriber has adequate means of providing for the Subscriber’s 's current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such 3.11 If the Subscriber is a natural person, such Subscriber (i) is a citizen or resident of the United States of America_______________ (state/province), ______________ (country), (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the SharesSecurities, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown on the Signature Page below.
3.8 3.12 All information herein which the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s 's financial position and the Subscriber’s 's knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closinghereof, and if there should be any change in such information prior to the Closinginformation, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company.
3.13 Such Subscriber shall not sell, assign, encumber or transfer all or any part of the Securities being acquired or any of the securities included therein or issuable in connection therewith (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members), unless the Company has determined, upon the advice of counsel for the Company, that no applicable United States federal or state securities laws will be violated as a result of such transfer. The Subscriber further agrees, if requested by Company may require an opinion of counsel acceptable to the Company to the effect that such transfer or its authorized representativeassignment (i) may be effected without registration of the Securities or any securities included therein or issuable in connection therewith under the Securities Act, to provide bank references and (ii) does not violate any applicable federal, state or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Companysecurities laws.
3.9 3.14 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ______________, concerning the terms and conditions of his subscription and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to himSubscriber.
3.10 3.15 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s 's Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s 's investment objectives and income prospects.
3.11 Such Subscriber 3.16 The Subscriber, upon review of the Disclosure Documents and careful consideration of the risks involved in the purchase of the Securities, understands and acknowledges that this investment is of a speculative nature involving a risk of loss of all or a portion of the undersigned's investment, and that:
i) The Securities are being sold in reliance on the exemption from the registration provisions of the Securities Act, pursuant to Section 4(2) of the Securities Act as contained in Regulation D promulgated by the Securities and Exchange Commission thereunder and the Securities, will be Restricted Securities as defined in Rule 144 under the Securities Act and will be saleable only pursuant to a Registration Statement or an exemption from the registration requirements under the Securities Act. Except as provided herein, the Company has made available no obligation to himregister the Securities pursuant to the Securities Act. Consequently, at a reasonable time prior transfer may be limited.
ii) The Securities are only being offered to his purchase of the Shares, Subscriber because the opportunity to ask questions ofSubscriber has represented that the Subscriber is an accredited investor (as defined in Regulation D under the Securities Act), and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, information being supplied to the extent Subscriber would not be adequate to comply with the disclosure provided in connection with a registration statement or with information required to be provided under the Securities Act to an unaccredited investor under Regulation D.
iii) The Subscriber has determined that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed Securities are a suitable investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to for the Subscriber.
3.13 iv) The Securities shall be imprinted with a legend substantially in the following form: THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED AND REMAINS EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.
3.17 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual a natural person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares Securities and is not prohibited from doing so.
3.14 3.18 If the Subscriber is purchasing the Shares Securities in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares Securities as such requirements are set forth herein, concurs in the purchase of the Shares Securities and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its his investment in the Company and/or evidencing the satisfaction of the foregoing.
3.19 There can be no assurance that the Company will be able to operate profitably in the future.
3.20 The Subscriber expressly represents, warrants and agrees that, in connection with the offer and sale of the Securities described herein to the Subscriber, the Company is relying upon the Subscriber's representations and warranties as contained in this Agreement.
3.21 The Subscriber expressly acknowledges that the foregoing representations and warranties are true as of the date of this Agreement and shall be true as of the date the Company issues and sells the Securities to the Subscriber. If such representations or warranties shall not be true in any respect prior to such date, the Subscriber will give prompt written notice of such fact to the Company.
3.22 The Subscriber shall not interfere with the Company's efforts to satisfy all material li
Appears in 1 contract
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company's recent filings under the Securities Exchange Act of 1934 (the "Exchange Act"), including, without limitation, the Company's Form 10-K for its fiscal year ended December 31, 2018, including, the Risk Factors set forth in Item 1A. Risk Factors, and all subsequent filings made under the Exchange Act (iii) all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (c) all , inclusive of the Company’s ▇▇▇▇▇ filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligations to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber's Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the SharesSecurities, including the fact that the Subscriber could lose the entire amount of the Subscriber's investment in the Securities.
3.3 3.5 Such Subscriber hashas substantial investment expertise in private placements, either alone or together venture capital offerings and start-up businesses, is extremely familiar with the Subscriber’s Purchaser Representative (Company's business as that term is defined outlined in Regulation D its Form 10-K for its fiscal year ended December 31, 2018 and all subsequent filings under the Exchange Act), and is knowledgeable about the risks associated with the business in which the Company is engaged and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment 3.6 Subscriber is an "accredited investor," as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 501(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated under (i) the Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that he, she or it understands that an accredited investor meets one of the following criteria:
a. an individual whose individual net worth, or joint net worth with that individual's spouse, exceeds $1,000,000 (excluding the value of the Subscriber's principal residence);
b. an individual who had an individual income in excess of $200,000 in 2017 and 2018 or who had joint income with that individual's spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2019;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities 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 Securities Act; an investment company registered under the Investment Company Act of 1940 (the "1940 Act") or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"), 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;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company or
h. an entity in which all of the equity owners are accredited investors.
3.7 Such Subscriber's investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Securities without substantially affecting his present manner or mode of living.
3.8 All information herein concerning Such Subscriber understands that (i) the SubscriberOffering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the Subscriber’s financial position laws or regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the Subscriber’s knowledge of financial and business matters, is correct and complete as fairness of the date hereof Securities for investment.
3.9 Such Subscriber is aware that the Securities have not been registered under the Securities Act and as that except for a limited public market in the Company's common shares, no established public market currently exists for any of the date of Closing, Company's securities and if there should can be any change in such information prior to the Closing, the Subscriber no assurance that an established market will immediately provide the Company with such new informationdevelop therefor. The Subscriber agrees that financial has adequate means of providing for the Subscriber's current needs and other information concerning personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.10 Such Subscriber may be disclosed by shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company to any persons or entities that may enter into a transaction with has determined, upon the advice of counsel for the Company. The Subscriber further agrees, if requested by the Company that no applicable federal or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information state securities laws will be violated as may be reasonably requested by the Companya result of such transfer.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Financial Officer of the Company, concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the shares of Common Stock issuable upon exercise of the Warrants or conversion of the Notes will contain a legend substantially as follows:
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Appears in 1 contract
Sources: Subscription Agreement (Mobiquity Technologies, Inc.)
Representations of Subscriber. By executing this Agreement, the Subscriber ----------------------------- makes the following representations, declarations and warranties to the CompanySeller, with the intent and understanding that the Company Seller will rely thereon:
3.1 A. Such Subscriber has received and carefully read the Seller's business plan and acknowledges that it has been furnished by the Seller during the course of this transaction with all information regarding the Seller that Subscriber requested or desired to know; that all documents which could be reasonably provided have been made available for the Subscriber's inspection and review; and that the Subscriber has been afforded the opportunity to ask questions of and receive answers from representatives of the Seller concerning the Seller and any additional information which the Subscriber has requested. The Subscriber acknowledges that any projections which it has been furnished do not constitute a representation or warranty as to the anticipated future financial performance of the Seller.
B. Such Subscriber understands that there is no public market for the Shares, and the Seller does not have any obligation or intention to register the Shares for sale under the Securities Act of 1933 as amended (the "Act") or any other securities laws.
C. Such Subscriber understands that (i) the Shares being purchased hereunder have not been registered under the Act or any other securities laws; (ii) the Subscriber cannot sell such Shares unless they are registered under the Act or any other applicable securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Shares stating that such Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sales of the Shares; (iv) the Shares will be subject to significant transfer restrictions pursuant to the Stockholders' Agreement, by and among the Seller, the Subscriber and the other parties thereto (the "Stockholders' Agreement"); and (v) the Seller has no obligation to register the Shares or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein or therein. The Subscriber agrees not to resell the Shares without compliance with the terms of this Agreement, the Stockholders' Agreement, the Act and any and all applicable securities laws.
D. Such Subscriber (i) is acquiring the Shares solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Shares to any other person; and has no present intention to enter into any such contract, undertaking agreement or arrangement; and (iii) agrees not to sell or otherwise transfer such Shares unless and until they are subsequently registered under the Act and any applicable securities laws or unless an exemption from any such registration is available.
E. Such Subscriber acknowledges that he it has received, carefully read and understands been informed that the Seller's business is highly speculative in their entirety (a) this Subscription Agreementnature; (b) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all of the Company’s ▇▇▇▇▇ filings; and (d) written or verbal answers to all questions the Subscriber submitted to the Company regarding an investment in the Company.
3.2 Such Subscriber therefore understands that an investment in the Shares involves substantial risks and the Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such ; such Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), has such knowledge and experience in financial and business matters in general and in particular with respect to this type of investment that the such Subscriber is capable of evaluating the merits and risks of an investment in the CompanyShares.
3.4 F. Such Subscriber’s 's investment in the Company Seller is reasonable in relation to his its net worth and financial needs and he such Subscriber is able to bear the economic risk of losing his its entire investment in the Shares.
3.5 G. Such Subscriber represents that such Subscriber satisfies the definition of "accredited investor" as set forth in Rule 501(a) of Regulation D under the Act. A copy of this definition has been attached hereto under the heading "Investor Suitability Standards".
H. Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933, as amended (the "Securities Act"), and offering contemplated hereby has not been reviewed by any governmental body or agency; (ii) various States' Divisions if required by the laws or regulations of Securities any applicable jurisdiction, the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) the documents used in compliance connection with their administration and enforcement this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereof, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;
3.6 Such Subscriber is aware that no active market exists Shares for the Shares. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such Subscriber (i) is a citizen or resident of the United States of America, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 I. Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company Seller has the unconditional right to accept or reject this subscription, in whole or in part. The Company Seller will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned without interest to the Subscriber.
3.13 J. If the Subscriber undersigned is a natural person, the undersigned is 21 years of age or over. If the undersigned is a corporation, trustlimited liability company, partnership partnership, trust or other entity that entity, the undersigned is authorized, empowered and qualified to execute this Agreement and to make an investment in the Seller as contemplated hereby. Each of this Agreement and the Stockholders' Agreement is valid, binding and enforceable against the undersigned in accordance with its terms. The undersigned is not an individual person, it aware of any laws or regulations that might be the basis for releasing the undersigned from the obligations created by this Agreement and the Stockholders' Agreement. This Agreement has been formed duly executed and validly exists constitutes the legal, valid and has not been organized for binding obligations of the specific purpose of purchasing the Shares and is not prohibited from doing soSubscriber, enforceable in accordance with its terms.
3.14 K. If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the CompanySeller, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.,
Appears in 1 contract
Sources: Subscription Agreement (Enviro Clean of America Inc)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such The Subscriber has all requisite power and authority to enter into this Agreement, and to carry out the provisions hereof.
3.2 The Subscriber represents that the Subscriber satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) (a copy of such definition is set forth in Appendix A attached hereto). As specifically disclosed by the undersigned Subscriber in the Confidential Purchaser Questionnaire executed and delivered to the Company herewith and incorporated herein by this reference.
3.3 The Subscriber understands that (i) the Common Stock, the Warrants, and the shares of Common Stock of the Company underlying the Warrants (collectively, the “Securities”) have not been registered under the Securities Act or any applicable state securities law, (ii) Subscriber cannot sell any Securities unless they are registered under the Securities Act and any applicable state or foreign securities laws or unless exemptions from such registration requirements are available, (iii) a legend will be placed on the certificates evidencing the Securities, stating that the Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales thereof, (iv) the Company will place stop transfer instructions against the Securities, and (v) the Company has no obligation to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements.
3.4 The Subscriber (i) is acquiring the Securities solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities, to any other person; and (iii) agrees not to sell, assign, encumber or transfer all or any part of the Securities (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members) until such securities are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available as evidenced by an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (i) may be effected without registration of the Securities under the Securities Act; and (ii) does not violate any applicable Federal or state securities laws.
3.5 The Subscriber represents that the Company has made available to Subscriber all information which Subscriber deemed material to making an informed investment decision in connection with his purchase of the Securities. The Subscriber acknowledges that he the Subscriber has received, received and carefully read and understands in their entirety (ai) this Subscription Agreement; (b) , and all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (cii) all the Confidential Investor Term Sheet; (iii) the form of Class F Common Stock Purchase Warrant Agreement attached hereto as Exhibit B; (iv) the form of Class G Common Stock Purchase Warrant Agreement attached hereto as Exhibit C; (v) the Company’s ▇▇▇▇▇ filingsAnnual Report on Form 10-K for the year ended December 31, 2006, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, and the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 13, 2007, July 12, 2007, and July 24, 2007, as amended; and (dvi) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus. The Subscriber acknowledges that the Company has made available to the Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ▇▇. ▇▇▇▇▇▇▇ ▇. Donovan, President and Chief Operating Officer of the Company, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Herndon, Virginia 20170, concerning the terms and conditions of the Subscriber’s purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to the Subscriber. The Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf which is contrary to the information disclosed to the Subscriber.
3.2 Such 3.6 The Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables the Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment.
3.7 The Subscriber understands that an investment in the Shares Securities involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the SharesSecurities, including those risks disclosed by the Company under Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2006, and under Part II, Item 1A of the Company’s Form 10-Q for the quarter ended March 31, 2007.
3.3 Such 3.8 The Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Shares.
3.5 Such 3.9 The Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933offering contemplated hereby has not been reviewed by any Federal, as amended (the "Securities Act"), and state or other governmental body or agency; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) or other jurisdiction the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) or other jurisdiction for registration or exemption therefrom; and (iii) subscription documents used in compliance connection with their administration and enforcement this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereof, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;Securities for investment.
3.6 Such 3.10 The Subscriber is aware that the Securities have not been registered under the Act. While the Company’s Common Stock is quoted on the OTC Bulletin Board, the market for its shares of Common Stock is limited and/or illiquid. Subscriber understands that there is no active market exists for the SharesCompany’s Class F and Class G Warrants and none is expected to develop. The Subscriber has adequate means of providing for the Subscriber’s 's current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such 3.11 The Subscriber (ia) is a citizen or resident of the United States state of America, residence shown on the Agreement’s Subscriber Signature Page; (ii) if a natural person, is at least 21 years of age, ; (iii) has adequate means of providing for his or its current needs and personal contingencies, ; (iv) has no need for liquidity in his or its investment in the Shares, Securities; and (v) maintains his or its domicile (and is not a transient or temporary resident) at the address shown below.
3.8 3.12 All information herein that the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s 's financial position and the Subscriber’s 's knowledge of financial and business matters, matters is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new informationhereof. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s 's financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such 3.13 The Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and recognizes and understands all of the risks relating to the purchase of the securities and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, determined that an investment in the Company is consistent with the Subscriber’s 's investment objectives and income prospects.
3.11 Such 3.14 The Subscriber acknowledges understands that the total amount of funds tendered to purchase the Securities are unsecured and are placed at the risk of the business and may be completely lost. Subscriber has read the Company’s filings with the SEC under the Securities Exchange Act of 1934, as amended, including, but not limited to, the description of the risk factors applicable to the Company has made and its businesses set forth therein.
3.15 The Subscriber’s overall commitment to investments including the Subscriber’s investment in the Company that are not readily marketable is not disproportionate to the Subscriber’s net worth, and the Subscriber’s investment in the securities described herein will not cause such overall commitment to become excessive. The Subscriber understands that the statutory basis on which such Securities are being offered, sold and/or issued to the Subscriber would not be available if the Subscriber’s present intention were to himhold such securities for a fixed period of time or until the occurrence of a certain event. The Subscriber realizes that, at in the view of the SEC, a reasonable time prior to his purchase of such securities now, with a present intention to resell by reason of a foreseeable specific contingency or any anticipated change in the Sharesmarket value of such securities, or in the opportunity to ask questions ofcondition of the Company or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by the Subscriber for the acquisition of such securities, and receive answers fromfor which such securities may be pledged as a security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, constitute a purchase with an intention inconsistent with the Subscriber’s representations to the Company concerning and the terms and conditions of SEC would then regard such purchase as a purchase for which the offering and to obtain any information, to exemption from registration under the extent that Securities Act relied upon by the Company possesses such information or can acquire it without unreasonable effort or expense, which in connection herewith is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decisionnot available.
3.12 Such 3.16 The Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.17 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares Securities and is not prohibited from doing so.
3.14 3.18 If the Subscriber is purchasing the Shares Securities in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person or entity fulfills all the requirements for purchase of the Shares Securities as such requirements are set forth herein, concurs in the purchase of the Shares Securities and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
3.19 The Subscriber recognizes that the Company may seek to raise additional financing and working capital through a variety of sources, and that although the Company may undertake one or more public or private offerings of its shares of Common Stock, debt or equity securities, there can be no assurance that any such offering will be made or, if made, that it will be successful. Moreover, the Company reserves the right to make future offers, either public or private, of securities including shares of Common Stock or securities convertible into Common Stock at prices that may be more than or less than the price per share Subscriber is paying for the shares of Common Stock included in the Units or upon exercise of the Warrants.
3.20 The Subscriber agrees to maintain in confidence all information furnished to Subscriber by the Company regarding the Company.
Appears in 1 contract
Sources: Subscription Agreement (Guardian Technologies International Inc)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such The Subscriber has all requisite power and authority to enter into this Agreement, and to carry out the provisions hereof.
3.2 The Subscriber represents that the Subscriber satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) (a copy of such definition is set forth in Appendix A attached hereto). As specifically disclosed by the undersigned Subscriber in the Confidential Purchaser Questionnaire executed and delivered to the Company herewith and incorporated herein by this reference.
3.3 The Subscriber understands that (i) the Common Stock, the Warrants, and the shares of Common Stock of the Company underlying the Warrants (collectively, the “Securities”) have not been registered under the Securities Act or any applicable state securities law, (ii) Subscriber cannot sell any Securities unless they are registered under the Securities Act and any applicable state or foreign securities laws or unless exemptions from such registration requirements are available, (iii) a legend will be placed on the certificates evidencing the Securities, stating that the Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales thereof, (iv) the Company will place stop transfer instructions against the Securities, and (v) the Company has no obligation to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements.
3.4 The Subscriber (i) is acquiring the Securities solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities, to any other person; and (iii) agrees not to sell, assign, encumber or transfer all or any part of the Securities (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members) until such securities are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available as evidenced by an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (i) may be effected without registration of the Securities under the Securities Act; and (ii) does not violate any applicable Federal or state securities laws.
3.5 The Subscriber represents that the Company has made available to Subscriber all information which Subscriber deemed material to making an informed investment decision in connection with his purchase of the Securities. The Subscriber acknowledges that he the Subscriber has received, received and carefully read and understands in their entirety (ai) this Subscription Agreement; (b) , and all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (cii) all the Confidential Investor Term Sheet; (iii) the form of Class H Common Stock Purchase Warrant Agreement attached hereto as Exhibit B; (iv) the Company’s ▇▇▇▇▇ filingsAnnual Report on Form 10-K for the year ended December 31, 2006, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, and the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 12, 2007, July 24, 2007, August 7, 2007, August 17, 2007, September 12, 2007, September 18, 2007, October 10, 2007, and October 19, 2007, as amended; and (dvi) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus. The Subscriber acknowledges that the Company has made available to the Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ▇▇. ▇▇▇▇▇▇▇ ▇. Donovan, President and Chief Operating Officer of the Company, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Herndon, Virginia 20170, concerning the terms and conditions of the Subscriber’s purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to the Subscriber. The Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf which is contrary to the information disclosed to the Subscriber.
3.2 Such 3.6 The Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables the Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment.
3.7 The Subscriber understands that an investment in the Shares Securities involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the SharesSecurities, including those risks disclosed by the Company under Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2006, and under Part II, Item 1A of the Company’s Form 10-Q for the quarter ended September 30, 2007.
3.3 Such 3.8 The Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Shares.
3.5 Such 3.9 The Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933offering contemplated hereby has not been reviewed by any Federal, as amended (the "Securities Act"), and state or other governmental body or agency; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) or other jurisdiction the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) or other jurisdiction for registration or exemption therefrom; and (iii) subscription documents used in compliance connection with their administration and enforcement this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereof, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;Securities for investment.
3.6 Such 3.10 The Subscriber is aware that the Securities have not been registered under the Act. While the Company’s Common Stock is quoted on the OTC Bulletin Board, the market for its shares of Common Stock is limited and/or illiquid. Subscriber understands that there is no active market exists for the SharesCompany’s Class H Warrants and none is expected to develop. The Subscriber has adequate means of providing for the Subscriber’s 's current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such 3.11 The Subscriber (ia) is a citizen or resident of the United States state of America, residence shown on the Agreement’s Subscriber Signature Page; (ii) if a natural person, is at least 21 years of age, ; (iii) has adequate means of providing for his or its current needs and personal contingencies, ; (iv) has no need for liquidity in his or its investment in the Shares, Securities; and (v) maintains his or its domicile (and is not a transient or temporary resident) at the address shown below.
3.8 3.12 All information herein that the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s 's financial position and the Subscriber’s 's knowledge of financial and business matters, matters is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new informationhereof. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s 's financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such 3.13 The Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and recognizes and understands all of the risks relating to the purchase of the securities and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, determined that an investment in the Company is consistent with the Subscriber’s 's investment objectives and income prospects.
3.11 Such 3.14 The Subscriber acknowledges understands that the total amount of funds tendered to purchase the Securities are unsecured and are placed at the risk of the business and may be completely lost. Subscriber has read the Company’s filings with the SEC under the Securities Exchange Act of 1934, as amended, including, but not limited to, the description of the risk factors applicable to the Company has made and its businesses set forth therein.
3.15 The Subscriber’s overall commitment to investments including the Subscriber’s investment in the Company that are not readily marketable is not disproportionate to the Subscriber’s net worth, and the Subscriber’s investment in the securities described herein will not cause such overall commitment to become excessive. The Subscriber understands that the statutory basis on which such Securities are being offered, sold and/or issued to the Subscriber would not be available if the Subscriber’s present intention were to himhold such securities for a fixed period of time or until the occurrence of a certain event. The Subscriber realizes that, at in the view of the SEC, a reasonable time prior to his purchase of such securities now, with a present intention to resell by reason of a foreseeable specific contingency or any anticipated change in the Sharesmarket value of such securities, or in the opportunity to ask questions ofcondition of the Company or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by the Subscriber for the acquisition of such securities, and receive answers fromfor which such securities may be pledged as a security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, constitute a purchase with an intention inconsistent with the Subscriber’s representations to the Company concerning and the terms and conditions of SEC would then regard such purchase as a purchase for which the offering and to obtain any information, to exemption from registration under the extent that Securities Act relied upon by the Company possesses such information or can acquire it without unreasonable effort or expense, which in connection herewith is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decisionnot available.
3.12 Such 3.16 The Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.17 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares Securities and is not prohibited from doing so.
3.14 3.18 If the Subscriber is purchasing the Shares Securities in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person or entity fulfills all the requirements for purchase of the Shares Securities as such requirements are set forth herein, concurs in the purchase of the Shares Securities and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
3.19 The Subscriber recognizes that the Company may seek to raise additional financing and working capital through a variety of sources, and that although the Company may undertake one or more public or private offerings of its shares of Common Stock, debt or equity securities, there can be no assurance that any such offering will be made or, if made, that it will be successful. Moreover, the Company reserves the right to make future offers, either public or private, of securities including shares of Common Stock or securities convertible into Common Stock at prices that may be more than or less than the price per share Subscriber is paying for the shares of Common Stock included in the Units or upon exercise of the Warrants.
3.20 The Subscriber agrees to maintain in confidence all information furnished to Subscriber by the Company regarding the Company.
Appears in 1 contract
Sources: Subscription Agreement (Guardian Technologies International Inc)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company’s recent filings under the Securities Exchange Act of 1934 (the “Exchange Act”), including, without limitation, the Company’s Form 10-K for its fiscal year ended December 31, 2018 and any and all subsequently filed Exchange Act reports; (iii) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all , inclusive of the Company’s ▇▇▇▇▇ filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligation to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber’s Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Securities, including the fact that the Subscriber has, either alone or together with could lose the entire amount of the Subscriber’s Purchaser Representative (investment in the Securities.
3.5 Such Subscriber has substantial investment expertise in private placements, venture capital offerings and start-up businesses, is familiar with the Company’s business as that term outlined in its Form 10-K for its fiscal year ended December 31, 2018 and any and all subsequently filed Exchange Act reports and is defined knowledgeable about the risks associated with the business in Regulation D under which the Act), Company is engaged and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment 3.6 Subscriber is an “accredited investor,” as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 501(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated under (i) the Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the SharesNotes, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that he it understands that an accredited investor meets one of the following criteria:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding the value of the Subscriber’s principal residence);
b. an individual who had an individual income in excess of $200,000 in 2020 and 2021 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2022;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities 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 Securities Act; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), 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;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company; or h. an entity in which all of the equity owners are accredited investors.
3.7 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Securities without substantially affecting his present manner or mode of living.
3.8 All information herein concerning Such Subscriber understands that (i) the SubscriberOffering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the Subscriber’s financial position laws or regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the Subscriber’s knowledge of financial and business matters, is correct and complete as fairness of the date hereof Securities for investment.
3.9 Such Subscriber is aware that the Securities have not been registered under the Securities Act and as of that except for a limited public market in the date of ClosingCompany’s Common Shares, no established public market currently exists for the Company’s Securities and if there should can be any change in such information prior to the Closing, the Subscriber no assurance that an established market will immediately provide the Company with such new informationdevelop therefor. The Subscriber agrees that financial has adequate means of providing for the Subscriber's current needs and other information concerning personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.10 Such Subscriber may be disclosed by shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company to any persons or entities that may enter into a transaction with has determined, upon the advice of counsel for the Company. The Subscriber further agrees, if requested by the Company that no applicable federal or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information state securities laws will be violated as may be reasonably requested by the Companya result of such transfer.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors officers and other persons acting on its behalf, behalf concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, deems necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the Common Shares issuable upon conversion of the Notes will contain a legend substantially as follows: THE SHARES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED AND REMAINS EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Appears in 1 contract
Sources: Subscription Agreement (United Health Products, Inc.)
Representations of Subscriber. By As an inducement to you to sell me the Shares for which I have subscribed, I hereby represent to you as follows (either in my individual capacity or as an authorized representative of an entity, as applicable), on the understanding that those representations will survive receipt (or the receipt by such entity) of the Shares:
(1) if an individual, I am a bona fide resident of the state set forth on the last page of this agreement, over 21 years of age, and legally competent to execute this agreement; if an entity, the person executing this Agreementagreement on my behalf represents that I am duly organized under the laws of the state set forth on the last page of this agreement, I am validly existing, and I have full power and authority to execute this agreement, which will then be my legal, valid and binding agreement;
(2) I have gone to the Securities and Exchange Commission website (▇▇▇.▇▇▇.▇▇▇) and carefully reviewed the Company's Quarterly Report on Form 10-QSB, dated as of September 30, 2005, the Subscriber makes Proxy Statement, dated as of July 1, 2005, each of the following representationsCompany's Form 8-K filings made during the calendar year 2005 and the Annual Report on Form 10-KSB, declarations as of February 28, 2005; any and warranties all exhibits with respect to such filings, along with all of the Company's other publicly-filed and available disclosure documents (the "34 ACT FILINGS");
(3) I have been furnished and have read all written materials provided by you relating to you, your proposed operations, the private offering of Shares (including without limitation the "RISK FACTORS", which are attached hereto as Exhibit B) and any other matters relating to this private offering (all such materials, including without limitation the 34 Act Filings, hereinafter collectively called the "OFFERING MATERIALS") which have been requested; you have answered all inquiries that I have put to you relating thereto; and I have been afforded the opportunity to obtain any additional information, to the Companyextent you possessed such information or were able to acquire it without unreasonable effort or expense, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety necessary (aA) this Subscription Agreement; (b) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all of information set forth in the Company’s ▇▇▇▇▇ filingsOffering Materials; and (dB) written or verbal answers to all questions the Subscriber submitted to the Company regarding an investment in the Company.
3.2 Such Subscriber understands that an investment in the Shares involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating evaluate the merits and risks of purchasing the Shares;
(4) I have carefully reviewed and understand the various risks of an investment in the Company.
3.4 Such Subscriber’s investment Shares and have made such independent investigation and evaluation of the statements made in the Offering Materials and all other written materials provided to me by you with respect to your financial condition, properties, business and prospects as I deem necessary to make an informed decision to purchase the Shares; my decision to purchase the Shares has been made on the basis of such investigation and evaluation; in making such decision I have relied exclusively on the written statements with respect to any such matters or otherwise with respect to you which are contained in the Offering Materials, and which have been independently investigated and evaluated by me;
(5) I have completed the Confidential Prospective Purchaser Questionnaire attached hereto as Exhibit A; I confirm the statements made therein are true on the date hereof, and I acknowledge that the statements and representations made by me therein and in this agreement have been relied upon by you in offering to sell the Shares to me; I further agree to indemnify and hold harmless the Company is and its respective officers, directors and stockholders, from any and all damages, losses, costs and expenses (including reasonable in relation to his net worth and financial needs and he is attorneys' fees) that they may incur, by reason of any breach of any of the statements or representations made by me contained herein or therein;
(6) I realize that I will not be able to bear the economic risk of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale resell readily any of the Shares hereunder is purchased under this agreement because none of those Shares have been registered under (i) the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and, therefore, those Shares can be sold only if they are subsequently registered under the Act or an exemption from registration is available;
(7) I understand that you have the absolute right to refuse to consent to transfer or the assignment of any Shares if that transfer or assignment does not comply with applicable state and federal securities laws;
(ii8) I understand that this offering is intended to be a non-public offering in accordance with section 4(2) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws Act and Regulations. In accordance therewith and in furtherance thereofRegulation D promulgated under the Act ("REGULATION D"), the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereof, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Shares. The Subscriber aspect of this offering has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such Subscriber (i) is a citizen or resident of been reviewed by the United States Securities and Exchange Commission or the securities regulatory authorities of Americaany state and that none of the Offering Materials nor any other written materials furnished by you and used in connection with this offering has been reviewed by any federal or state securities regulatory bodies or authorities;
(9) the Shares are being purchased for my own account, for investment, and not with a view to distribution or resale to others; I am not participating, directly or indirectly in an underwriting of any such distribution or other transfer; I do not now have reason to anticipate any change in my circumstances or any other particular occasion or event which would cause me to sell the Shares; I have substantial experience in making decisions of this type or am relying on my own qualified advisor in making the investment decision; and I understand that you are relying upon the truth and accuracy of this representation and warranty;
(ii10) is at least 21 years of age, (iii) neither you nor any person acting on your behalf has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment made any representations to me except as contained in the SharesOffering Materials; and in making my decision to purchase the Shares I have subscribed for, I have not relied on any representations or information other than those which I have independently investigated and verified to my satisfaction;
(v11) maintains his domicile I understand that this subscription may be accepted or rejected, in whole or in part, by you in your sole and absolute discretion;
(and 12) all the information that I heretofore furnished to you, or that is not a transient set forth in this agreement or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriberrelated Confidential Prospective Purchaser Questionnaire, the Subscriber’s with respect to my financial position and the Subscriber’s knowledge of financial and business matters, experience is correct and complete as of the date hereof and as of the date of Closingthis agreement, and if there should be any material change in such that information prior to receipt of the ClosingShares that I subscribe for, the Subscriber I will immediately provide furnish you with revised or corrected information;
(13) I am able to bear the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase substantial economic risk of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company Shares and currently can afford a complete loss of that investment; my overall commitment in investments that are not readily marketable is consistent with the Subscriber’s investment objectives and income prospects.reasonable in relation to my net worth;
3.11 Such Subscriber acknowledges that the Company has made available to him(14) if an entity, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has I have not been organized for the specific purpose of purchasing acquiring the Shares being offered;
(15) I have previously been a principal of a licensed NASD broker-dealer and is not prohibited from doing so.
3.14 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase am well aware of the Shares as business and regulatory risks associated with being an investor in such requirements an enterprise; and
(16) There are set forth herein, concurs in the purchase of the Shares no judicial or regulatory issues imposed upon me which would prevent me from entering into this transaction and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing carrying out its investment in the Company and/or evidencing the satisfaction of the foregoingintent.
Appears in 1 contract
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company’s recent filings under the Securities Exchange Act of 1934 (the “Exchange Act”), including, without limitation, the Company’s Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings; (iii) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all , inclusive of the Company’s ▇▇▇▇▇ filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligations to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber’s Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Securities, including the fact that the Subscriber has, either alone or together with could lose the entire amount of the Subscriber’s Purchaser Representative (investment in the Securities.
3.5 Such Subscriber has substantial investment expertise in private placements, venture capital offerings and start-up businesses, is extremely familiar with the Company’s business as that term outlined in its Form 10-K for its fiscal year ended December 31, 2020 and any subsequent Exchange Act filings and is defined knowledgeable about the risks associated with the business in Regulation D under which the Act), Company is engaged and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment 3.6 Subscriber is an “accredited investor,” as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 501(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated under (i) the Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the SharesSecurities, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that he, she or it understands that an accredited investor meets one of the following criteria:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding the value of the Subscriber’s principal residence);
b. an individual who had an individual income in excess of $200,000 in 2020 and 2019 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2021;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities 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 Securities Act; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), 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;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company or h. an entity in which all of the equity owners are accredited investors.
3.7 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Securities without substantially affecting his present manner or mode of living.
3.8 All information herein concerning Such Subscriber understands that (i) the SubscriberOffering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the Subscriber’s financial position laws or regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the Subscriber’s knowledge of financial and business matters, is correct and complete as fairness of the date hereof Securities for investment.
3.9 Such Subscriber is aware that the Securities have not been registered under the Securities Act and as of that except for a limited public market in the date of ClosingCompany’s Common Shares, no established public market currently exists for the Company’s Common Shares and if there should can be any change in such information prior to the Closing, the Subscriber no assurance that an established market will immediately provide the Company with such new informationdevelop therefor. The Subscriber agrees that financial has adequate means of providing for the Subscriber's current needs and other information concerning personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.10 Such Subscriber may be disclosed by shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company to any persons or entities that may enter into a transaction with has determined, upon the advice of counsel for the Company. The Subscriber further agrees, if requested by the Company that no applicable federal or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information state securities laws will be violated as may be reasonably requested by the Companya result of such transfer.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer of the Company, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Financial Officer of the Company, concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the Common Shares, accrued interest or upon conversion of the Notes will contain a legend substantially as follows: THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED AND REMAINS EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Appears in 1 contract
Sources: Subscription Agreement (Mobiquity Technologies, Inc.)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such Subscriber has all requisite power and authority to enter into this Agreement and to carry out the provisions hereof.
3.2 Subscriber represents that Subscriber satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) (a copy of such definition is set forth in Appendix A attached hereto).
3.3 Subscriber understands that (i) the Shares (the “Securities”) have not been registered under the Securities Act or any applicable state securities law; (ii) Subscriber cannot sell any Securities unless they are registered under the Securities Act and any applicable state or foreign securities laws or unless exemptions from such registration requirements are available, (iii) a legend will be placed on the certificates evidencing the Securities stating that the Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales thereof, (iv) the Company will place stop transfer instructions against the Securities, and (v) the Company has no obligation to register the Securities or assist Subscriber in obtaining an exemption from the various registration requirements.
3.4 Subscriber (i) is acquiring the Securities solely for Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities, to any other person; and (iii) agrees not to sell, assign, encumber or transfer all or any part of the Securities (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members) until such securities are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available as evidenced by an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (i) may be effected without registration of the Securities under the Securities Act; and (ii) does not violate any applicable Federal or state securities laws.
3.5 Subscriber represents that the Company has made available to Subscriber all information which Subscriber deemed material to making an informed investment decision in connection with his, her or its purchase of the Securities. Subscriber acknowledges that he Subscriber has received, received and carefully read and understands in their entirety (ai) this Subscription Agreement; (b) , and all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (cii) all of a business plan for the Company’s ▇▇▇▇▇ filings; , dated _________, 2009, and (diii) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company.
3.2 Such Subscriber understands that an investment in the Shares involves substantial risks ; and Subscriber recognizes and understands the risks relating to the purchase of the Shares.
3.3 Such Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated has relied on the signature page hereof, the Subscriber information contained therein and has no present intention of becoming a resident of not been furnished with any other state documents, offering literature, memorandum or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Sharesprospectus. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such Subscriber (i) is a citizen or resident of the United States of America, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below.
3.8 All information herein concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, President and Chief Executive Officer of the Company, concerning the terms and conditions of Subscriber’s purchase and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to himSubscriber.
3.6 Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables the Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment.
3.7 Subscriber understands that an investment in the Securities involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the Securities.
3.8 Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.9 Subscriber understands that (i) the offering contemplated hereby has not been reviewed by any Federal, state or other governmental body or agency; (ii) if required by the laws or regulations of said state(s) or other jurisdiction the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) or other jurisdiction for registration or exemption therefrom; and (iii) subscription documents used in connection with this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the Shares for investment.
3.10 Such Subscriber is aware no market exists for the Shares and that none may develop. Subscriber has adequate means of providing for Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his, her or its entire investment.
3.11 Subscriber (i) is a citizen or resident of the state of residence shown on the Agreement’s Subscriber Signature Page; (ii) if a natural person, is at least 21 years of age; (iii) has adequate means of providing for his or its current needs and personal contingencies; (iv) has no need for liquidity in his, her or its investment in the Securities; and (v) maintains his, her or its domicile (and is not a transient or temporary resident) at the address shown below.
3.12 All information that Subscriber has provided the Company concerning Subscriber, Subscriber's financial position and Subscriber's knowledge of financial and business matters is correct and complete as of the date hereof. The Subscriber agrees that financial and other information concerning Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning Subscriber's financial information as may be reasonably requested by the Company.
3.13 Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and recognizes and understands all of the risks relating to the purchase of the Securities and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, determined that an investment in the Company is consistent with the Subscriber’s 's investment objectives and income prospects.
3.11 Such 3.14 Subscriber acknowledges understands that the Company has made total amount of funds tendered to purchase the Securities are unsecured and are placed at the risk of the business and may be completely lost.
3.15 Subscriber’s overall commitment to investments, including Subscriber’s investment in the Company, which are not readily marketable, is not disproportionate to Subscriber’s net worth, and Subscriber’s investment in the securities described herein will not cause such overall commitment to become excessive. Subscriber understands that the statutory basis on which such Securities are being offered, sold and/or issued to the Subscriber would not be available if Subscriber’s present intention were to himhold such securities for a fixed period of time or until the occurrence of a certain event. Subscriber realizes that, at in the view of the Securities and Exchange Commission (“SEC”), a reasonable time prior to his purchase of such securities now, with a present intention to resell by reason of a foreseeable specific contingency or any anticipated change in the Sharesmarket value of such securities, or in the opportunity to ask questions ofcondition of the Company or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by Subscriber for the acquisition of such securities, and receive answers fromfor which such securities may be pledged as a security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, constitute a purchase with an intention inconsistent with Subscriber’s representations to the Company concerning and the terms and conditions of SEC would then regard such purchase as a purchase for which the offering and to obtain any information, to exemption from registration under the extent that Securities Act relied upon by the Company possesses such information or can acquire it without unreasonable effort or expense, which in connection herewith is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decisionnot available.
3.12 Such 3.16 Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.17 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual a natural person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares Securities and is not prohibited from doing so.
3.14 3.18 If the Subscriber is purchasing the Shares Securities in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person or entity fulfills all the requirements for purchase of the Shares Securities as such requirements are set forth herein, concurs in the purchase of the Shares Securities and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
3.19 Subscriber recognizes that the Company may seek to raise additional operating capital through a variety of sources, and that although the Company may undertake one or more public or private offerings of its shares of Common Stock or other securities, there can be no assurance that any such offering will be made or, if made, that it will be successful.
Appears in 1 contract
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company's recent filings under the Securities Exchange Act of 1934 (the "Exchange Act"), including, without limitation, the Company's Form 10-K for its fiscal year ended December 31, 2018, including, the Risk Factors set forth in Item IA. Risk Factors, and all subsequent filings made under the Exchange Act (iii) all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (c) all , inclusive of the Company’s ▇▇▇▇▇ filingsinformation filed under the Exchange Act; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Securities being purchased hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell the Securities unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Securities, stating that such Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the Securities; (iv) the Company will place stop transfer instructions against the Securities and the certificates for the Securities to restrict the transfer thereof; and (v) the Company has no obligations to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Securities without compliance with the terms of this Agreement the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Securities solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement in existence or contemplated to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber's Securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares Securities involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the SharesSecurities, including the fact that the Subscriber could lose the entire amount of the Subscriber's investment in the Securities.
3.3 3.5 Such Subscriber hashas substantial investment expertise in private placements, either alone or together venture capital offerings and start-up businesses, is extremely familiar with the Subscriber’s Purchaser Representative (Company's business as that term is defined outlined in Regulation D its Form 10-K for its fiscal year ended December 31, 2018 and all subsequent filings under the Exchange Act), and is knowledgeable about the risks associated with the business in which the Company is engaged and has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment 3.6 Subscriber is an "accredited investor," as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 50l(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated under (i) the Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that he, she or it understands that an accredited investor meets one of the following criteria:
a. an individual whose individual net worth, or joint net worth with that individual's spouse, exceeds $1,000,000 (excluding the value of the Subscriber's principal residence);
b. an individual who had an individual income in excess of $200,000 in 2017 and 2018 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2019;
c. a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities 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 Securities Act; an investment company registered under the Investment Company Act of 1940 (the " 1940 Act") or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"), 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;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company or
h. an entity in which all of the equity owners are accredited investors.
3.7 Such Subscriber's investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Securities without substantially affecting his present manner or mode of living.
3.8 All information herein concerning Such Subscriber understands that (i) the SubscriberOffering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the Subscriber’s financial position laws or regulations of said state(s) the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this Offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the Subscriber’s knowledge of financial and business matters, is correct and complete as fairness of the date hereof Securities for investment.
3.9 Such Subscriber is aware that the Securities have not been registered under the Securities Act and as that except for a limited public market in the Company's common shares, no established public market currently exists for any of the date of Closing, Company's securities and if there should can be any change in such information prior to the Closing, the Subscriber no assurance that an established market will immediately provide the Company with such new informationdevelop therefor. The Subscriber agrees that financial has adequate means of providing for the Subscriber's current needs and other information concerning personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.10 Such Subscriber may be disclosed by shall not sell, assign, encumber or transfer all or any part of the Securities being acquired unless the Company to any persons or entities that may enter into a transaction with has determined, upon the advice of counsel for the Company. The Subscriber further agrees, if requested by the Company that no applicable federal or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s financial information state securities laws will be violated as may be reasonably requested by the Companya result of such transfer.
3.9 3.11 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities Securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family or friendship relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Financial Officer of the Company, concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to him.
3.10 Subscriber. Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged engaged.
3.12 The certificates evidencing the shares of Common Stock issuable upon exercise of the Warrants or conversion of the Notes will contain a legend substantially as follows: THE SECURITIES WHICH ARE REPRESENTED HEREBY HAVE NOT BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED AND REMAINS EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.
3.13 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and intends to engage its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.14 The Subscriber expressly acknowledges and has determinedunderstands that, either personally or in consultation connection with the offer and sale of the Securities described herein to the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with relying upon the Subscriber’s investment objectives 's representations and income prospectswarranties as contained in this Agreement.
3.11 Such Subscriber acknowledges that the Company has made available to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, which is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decision.
3.12 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Appears in 1 contract
Sources: Subscription Agreement (Mobiquity Technologies, Inc.)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representations, declarations and warranties to the Company, with the intent and understanding that the Company will rely thereon:
3.1 Such The Subscriber has all requisite power and authority to enter into this Agreement and to carry out the provisions hereof.
3.2 The Subscriber represents that the Subscriber satisfies the definition of “accredited investor” as set forth in Rule 501(a) of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”) (a copy of such definition is set forth in Appendix A attached hereto).
3.3 The Subscriber understands that (i) the Warrants, and the shares of Common Stock of the Company underlying the Warrants (such shares, the “Warrant Shares;” the Warrants and Warrant Shares, the “Securities”) have not been registered under the Securities Act or any applicable state securities law; (ii) Subscriber cannot sell any Securities unless they are registered under the Securities Act and any applicable state or foreign securities laws or unless exemptions from such registration requirements are available, (iii) a legend will be placed on the certificates evidencing the Securities stating that the Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales thereof, (iv) the Company will place stop transfer instructions against the Securities, and (v) the Company has no obligation to register the Securities or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein.
3.4 The Subscriber (i) is acquiring the Securities solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities, to any other person; and (iii) agrees not to sell, assign, encumber or transfer all or any part of the Securities (except a transfer upon bankruptcy) until such securities are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available as evidenced by an opinion of counsel acceptable to the Company to the effect that such transfer or assignment (i) may be effected without registration of the Securities under the Securities Act; and (ii) does not violate any applicable Federal or state securities laws.
3.5 The Subscriber represents that the Company has made available to Subscriber all information which Subscriber deemed material to making an informed investment decision in connection with its acquisition of the Securities. The Subscriber acknowledges that he the Subscriber has received, received and carefully read and understands in their entirety (ai) this Subscription Agreement; (b) , and all information necessary to verify the accuracy and completeness of the Company’s 's representations, warranties and covenants made herein; (cii) all the Term Sheet; (iii) the form of Class E Common Stock Purchase Warrant Agreement attached hereto as Exhibit B; (iv) the Company’s ▇▇▇▇▇ filingsannual report on Form 10-K for the year ended December 31, 2006, the Company’s quarterly report for the quarter ended March 31, 2007, and the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 13, 2007, as amended; and (dv) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus. The Subscriber acknowledges that the Company has made available to the Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer of the Company, ▇▇. ▇▇▇▇▇▇▇ ▇. Donovan, President and Chief Operating Officer of the Company, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Herndon, Virginia 20170, concerning the terms and conditions of the Subscriber’s acquisition and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to the Subscriber. The Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf which is contrary to the information disclosed to the Subscriber.
3.2 Such 3.6 The Subscriber is in a position regarding the Company, which, based upon economic bargaining power, enabled and enables the Subscriber to obtain information from the Company in order to evaluate the merits and risks of this acquisition.
3.7 The Subscriber understands that an investment in acquisition of the Shares Securities involves substantial risks and Subscriber recognizes and understands the risks relating to the purchase of the SharesSecurities.
3.3 Such 3.8 The Subscriber has, either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Act), has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Shares.
3.5 Such 3.9 The Subscriber understands that the offering and sale of the Shares hereunder is registered under (i) the Securities Act of 1933offering contemplated hereby has not been reviewed by any Federal, as amended (the "Securities Act"), and state or other governmental body or agency; (ii) various States' Divisions if required by the laws or regulations of Securities said state(s) or other jurisdiction the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) or other jurisdiction for registration or exemption therefrom; and (iii) subscription documents used in compliance connection with their administration and enforcement this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereof, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;Warrants for investment.
3.6 Such 3.10 The Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing Warrants and that none may develop and that only a limited market exists for the Subscriber’s current needs and personal and family contingencies, Common Stock. Subscriber has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such 3.11 The Subscriber (i) is a citizen or resident of the United States of America, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his its investment in the Shares, Securities; and (v) maintains his its domicile (and is not a transient or temporary resident) at the address shown below.
3.8 3.12 All information herein that the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s 's financial position and the Subscriber’s 's knowledge of financial and business matters, matters is correct and complete as of the date hereof and as of the date of Closing, and if there should be any change in such information prior to the Closing, the Subscriber will immediately provide the Company with such new informationhereof. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company. The Subscriber further agrees, if requested by the Company or its authorized representative, to provide bank references or other confirming information concerning the Subscriber’s 's financial information as may be reasonably requested by the Company.
3.9 Such Subscriber represents that the Company has made available to him all information which he deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, and to obtain any additional information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that is contrary to the information disclosed to him.
3.10 Such 3.13 The Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and recognizes and understands all of the risks relating to the purchase of the Securities and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, determined that an investment in the Company is consistent with the Subscriber’s 's investment objectives and income prospects.
3.11 Such 3.14 The Subscriber acknowledges understands that the Company has made statutory basis on which such Securities are being offered, sold and/or issued to the Subscriber would not be available if the Subscriber’s present intention were to himhold such securities for a fixed period of time or until the occurrence of a certain event. The Subscriber realizes that, at in the view of the SEC, a reasonable time prior to his purchase of such securities now, with a present intention to resell by reason of a foreseeable specific contingency or any anticipated change in the Sharesmarket value of such securities, or in the opportunity to ask questions ofcondition of the Company or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by the Subscriber for the acquisition of such securities, and receive answers fromfor which such securities may be pledged as a security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, constitute a purchase with an intention inconsistent with the Subscriber’s representations to the Company concerning and the terms and conditions of SEC would then regard such purchase as a purchase for which the offering and to obtain any information, to exemption from registration under the extent that Securities Act relied upon by the Company possesses such information or can acquire it without unreasonable effort or expense, which in connection herewith is necessary to verify the accuracy of the information given to him or otherwise to make an informed investment decisionnot available.
3.12 Such 3.15 The Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.16 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual a natural person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing acquiring the Shares Warrants and is not prohibited from doing so.
3.14 3.17 If the Subscriber is purchasing acquiring the Shares Warrants in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person or entity fulfills all the requirements for purchase of acquiring the Shares Warrants as such requirements are set forth herein, concurs in the purchase acquisition of the Shares Warrants and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request .
3.18 The Subscriber recognizes that the Company may seek to raise additional operating capital through a variety of sources, and that although the Company may undertake one or more public or private offerings of its shares of Common Stock or other securities, there can be no assurance that any such offering will be made or, if made, that it will be successful.
3.19 The Subscriber agrees to maintain in confidence all information furnished to Subscriber by the Company regarding the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
Appears in 1 contract
Sources: Subscription Agreement (Guardian Technologies International Inc)
Representations of Subscriber. By executing this Agreement, the Subscriber makes the following representationsrepresents, declarations warrants, acknowledges and warranties to the Company, with the intent and understanding that the Company will rely thereonagrees as follows:
3.1 Such Subscriber acknowledges that he he, she or it has received, carefully read and understands in their entirety (ai) this Subscription Agreement; (bii) the Company’s Private Placement Memorandum (the “PPM”); (iii) all information necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (c) all of the Company’s ▇▇▇▇▇ filings; and (div) written (or verbal verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company; and that the Subscriber has relied on the information contained therein and has not been furnished with any other documents, offering literature, memorandum or prospectus.
3.2 Such Subscriber understands that (i) the Shares being purchased hereunder have not been registered under the Securities Act of 1933 (the “Securities Act”) and any applicable state securities laws, or the laws of any foreign jurisdiction; (ii) Subscriber cannot sell such Shares unless they are registered under the Securities Act and any applicable state securities laws or unless exemptions from such registration requirements are available; (iii) a legend will be placed on any certificate or certificates evidencing the Shares, stating that such securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sales of the securities; (iv) the Company will place stop transfer instructions against the Shares and the certificates for the Shares to restrict the transfer thereof; and (v) the Company has no obligations to register the Shares or assist the Subscriber in obtaining an exemption from the various registration requirements except as set forth herein. Subscriber agrees not to resell the Shares without compliance with the terms of this Agreement, the Securities Act and any applicable state or foreign securities laws.
3.3 Such Subscriber (i) is acquiring the Shares solely for the Subscriber’s own account for investment purposes only and not with a view toward resale or distribution, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person; and (iii) agrees not to sell or otherwise transfer the Subscriber’s Shares unless and until they are subsequently registered under the Securities Act and any applicable state securities laws or unless an exemption from any such registration is available.
3.4 Such Subscriber understands that an investment in the Shares involves substantial risks risks, and Subscriber recognizes and understands the risks relating to the purchase of the Shares, including the fact that the Subscriber could lose the entire amount of the Subscriber’s investment in the Shares.
3.3 3.5 Such Subscriber hashas substantial investment expertise in venture capital offerings and start-up businesses, is extremely familiar with the Company’s business plan, and is knowledgeable about the risks associated with the business in which the Company is engaged, namely, and has either alone or together with the Subscriber’s Purchaser Representative (as that term is defined in Regulation D under the Securities Act), such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company.
3.4 Such Subscriber’s investment 3.6 Subscriber is an “accredited investor,” as that term is defined in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk Rule 501(a) of losing his entire investment in the Shares.
3.5 Such Subscriber understands that the offering and sale of the Shares hereunder is registered Regulation D promulgated under (i) the Securities Act of 1933, as amended (the "Securities Act"), and (ii) various States' Divisions of Securities in compliance with their administration and enforcement of the respective States' Blue Sky Laws and Regulations. In accordance therewith and in furtherance thereof, If the Subscriber hereby represents and warrants that it maintains the residency indicated on the signature page hereofis a natural person, the Subscriber has no present intention of becoming a resident of any other state or jurisdiction;
3.6 Such Subscriber is aware that no active market exists for the Shares. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.7 Such such Subscriber (i) is a citizen or resident of the United States of Americacountry set forth as his permanent address below, (ii) is at least 21 years of age, (iii) has adequate means of providing for his current needs and personal contingencies, (iv) has no need for liquidity in his investment in the Shares, and (v) maintains his domicile (and is not a transient or temporary resident) at the address shown below. Subscriber represents and warrants to the Company that, as an accredited investor, he, she or it is one of the following:
a. an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000;
b. an individual who had an individual income in excess of $200,000 in 2002 and 2003 or who had joint income with that individual’s spouse in excess of $300,000 in each of those years and who reasonably expects to have that income level in 2004 and 2005;
c. a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities 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, as amended (the “Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Investment Act of 1958; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), 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;
d. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
f. a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
g. an individual who is a director or executive officer of the Company; or
h. an entity in which all of the equity owners are accredited investors.
3.7 Such Subscriber’s investment in the Company is reasonable in relation to his net worth and financial needs and he is able to bear the economic risk of losing his entire investment in the Shares without substantially affecting his present manner or mode of living.
3.8 Such Subscriber understands that (i) the offering contemplated hereby has not been reviewed by any federal, state or other governmental body or agency; (ii) if required by the laws or regulations of said state(s) the offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom; and (iii) documents used in connection with this offering have not been reviewed or approved by any regulatory agency or government department, nor has any such agency or government department made any finding or determination as to the fairness of the Shares for investment.
3.9 Such Subscriber is aware that the Shares have not been registered under the Securities Act and that no market currently exists and there can be no assurance that any market will develop therefor. The Subscriber has adequate means of providing for the Subscriber’s current needs and personal and family contingencies, has no need for liquidity in the investment contemplated hereby, and is able to bear the risk of loss of his entire investment.
3.10 The Subscriber agrees to provide bank references or other confirming information concerning the Subscriber’s financial qualifications as may be reasonably requested by the Company. All information herein which the Subscriber has provided the Company concerning the Subscriber, the Subscriber’s financial position and the Subscriber’s knowledge of financial and business matters, is correct and complete as of the date hereof and as of the date of Closinghereof, and if there should be any change in such information prior to the Closinginformation, the Subscriber will immediately provide the Company with such new correct and complete information. The Subscriber agrees that financial and other information concerning the Subscriber may be disclosed by the Company to any persons or entities that may enter into a transaction with the Company.
3.11 Such Subscriber shall not sell, assign, encumber or transfer all or any part of the Shares being acquired or any of the securities included therein or issuable in connection therewith (except a transfer upon his death, incapacity or bankruptcy or a transfer without consideration to his spouse and/or children and/or a trust for the benefit of such family members), unless the Company has determined, upon the advice of counsel for the Company, that no applicable federal or state securities laws will be violated as a result of such transfer. The Subscriber further agrees, if requested by Company may require an opinion of counsel acceptable to the Company to the effect that such transfer or its authorized representativeassignment (i) may be effected without registration of the Shares or any securities included therein or issuable in connection therewith under the Securities Act, to provide bank references and (ii) does not violate any applicable federal, state or other confirming information concerning the Subscriber’s financial information as may be reasonably requested by the Companysecurities laws.
3.9 3.12 Such Subscriber represents that the Company has made available to him all information which he Subscriber deemed material to making an informed investment decision in connection with his purchase of securities of the Company; that the Subscriber is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables Subscriber to obtain information from the Company in order to evaluate the merits and risks of this investment; and that he Subscriber has been represented by Counsel and been advised concerning the risks and merits of this investment. Further, Subscriber acknowledges that the Company has made available to him Subscriber the opportunity to ask questions of, and receive answers from the Company, its officers, directors and other persons acting on its behalf, including ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President and Chief Executive Officer of PolyMedix, Inc., concerning the terms and conditions of his purchase and to obtain any additional informationinformation Subscriber deems necessary to verify the accuracy of the information disclosed to Subscriber, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information disclosed to Subscriber. Further, Subscriber represents that no statement, printed material or inducement was given or made by the Company or anyone on its behalf that which is contrary to the information disclosed to himSubscriber.
3.10 3.13 Such Subscriber is familiar with the nature and extent of the risks inherent in investments in unregistered securities and in the business in which the Company is engaged and intends to engage and has determined, either personally or in consultation with the Subscriber’s Purchaser Representative or attorney, that an investment in the Company is consistent with the Subscriber’s investment objectives and income prospects.
3.11 Such . Subscriber acknowledges understands that the Company is in the development stage, has made available no substantial assets and no operations to him, at a reasonable time prior to his purchase of the Shares, the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and to obtain any information, to the extent date; that the Company possesses needs to obtain significant substantial debt and equity financing to implement its business plan; and that there can be no assurance that such information financing will be obtained, or can acquire it without unreasonable effort or expense, which is necessary will be obtained on terms that are acceptable to verify the accuracy Company.
3.14 The certificates evidencing the shares of Series 1 Preferred Stock and the shares of Common Stock issuable upon conversion of the information given to him or otherwise to make an informed investment decision.Series 1 Preferred Stock described herein will contain a legend substantially as follows:
3.12 3.15 Such Subscriber acknowledges that the Company has the unconditional right to accept or reject this subscription, in whole or in part. The Company will notify the Subscriber whether this subscription is accepted or rejected. If such subscription is rejected, payment will be returned to the Subscriber.
3.13 3.16 If the Subscriber is a corporation, trust, partnership or other entity that is not an individual a natural person, it has been formed and validly exists and has not been organized for the specific purpose of purchasing the Shares and is not prohibited from doing so.
3.14 3.17 If the Subscriber is purchasing the Shares in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Subscription Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the Shares as such requirements are set forth herein, concurs in the purchase of the Shares and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing.
3.18 Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future, that there is no established public market for the shares of Common Stock issuable upon conversion of the Shares and none may develop in the future, and that Subscriber may find it impossible to liquidate his investment at a time when it may be desirable to do so, or at any other time.
3.19 The terms of the Shares offered hereby were arbitrarily determined by the Company, were not the result of any arms-length negotiation, do not bear any relationship to the assets, book value, results of operations, net worth, or other objective criteria of value applicable to the Company and should not be considered an indication of the actual value of the Company.
3.20 The Company has not retained any independent professionals to review or comment on this offering on behalf of, or to otherwise protect the interests of, the subscribers hereunder. Although the Company has retained its own counsel, neither such counsel nor any other counsel has made, on behalf of the subscribers, any independent examination of any factual matters represented by management herein or in the documents provided herewith, and purchasers of the securities offered hereby have not relied on the counsel retained by the Company or Fordham Financial Management, Inc. (the “Placement Agent”) with respect to any matters herein described.
3.21 The Company has not paid any dividends on its Common Stock since its inception and, by reason of its present financial status and its contemplated financial requirements, does not contemplate or anticipate paying any dividends upon its Common Stock in the foreseeable future.
3.22 There can be no assurance that the Company will be able to emerge from the development stage and commence operations, or to operate profitably in the future.
3.23 The Company is a “start-up” company with a limited operating history and no significant revenues to date. The Company is attempting to obtain the necessary working capital for operations through this offering and potentially other private financing, and there can be no assurance it will obtain such financing. The Company has not yet demonstrated its ability to generate revenue, and there is no assurance that the Company will produce any material revenues for the Company or its stockholders, or that the Company will operate on a profitable basis.
3.24 The Subscriber expressly acknowledges and understands that, in connection with the offer and sale of the securities described herein to the Subscriber, the Company is relying upon the Subscriber’s representations and warranties as contained in this Agreement.
Appears in 1 contract