I am purchasing the Notes for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Interests, nor with any present intention of selling or otherwise disposing of all or any part of the Notes. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Notes have not been registered, reviewed or passed upon under the Securities Act or under the securities laws of any state or with any securities administrator. Therefore, the Notes cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Notes. It is not anticipated that there will be any market for the Notes.
I am not a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"); I am not and have not, for a period of twelve (12) months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of FINRA; and I do not own any stock or other interest in any member of the FINRA (other than interests acquired in open market purchases).
I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information, and I have either met with or been given reasonable opportunity to meet with the managers of the Company for the purpose of asking questions of, and receiving answers from, such individuals concerning the terms and conditions of the offering of the Notes and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative or broker as defined in Regulation D promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks. I have relied solely upon my own investigation in making a decision to invest in the Company. I have received no representation or warranty from the Company or any of its officers, directors, employees, managers or agents in respect of my investment in the Company, and I have received no information (written or otherwise) from them relating to the Company or its business. I am not participating in the offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
I am an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. I can bear the entire economic risk of the investment in the Notes for an indefinite period of time and I am knowledgeable about and experienced in investments in the securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities.
If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. If the investor is a corporation formed for the sole purpose of this investment, I warrant that all interest holders therein are “accredited members” individually or, if not, those who are not, are listed in an attachment hereto.
The information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing, I will furnish such revised or corrected information to the Company.
I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and all agreements made in connection herewith shall survive my death or disability.
I have received and carefully reviewed the Company's Private Placement Memorandum, including all exhibits and attachments thereto, and I fully understand the terms and conditions of the offering of the Shares as set forth therein. By executing this Subscription Agreement, I hereby acknowledge, agree to, and accept all terms, conditions, provisions, and disclosures contained in the Private Placement Memorandum, and I agree to be bound by such terms as if they were fully set forth in this Subscription Agreement. I acknowledge that the Private Placement Memorandum forms an integral part of this investment and that my representations and warranties herein are made in reliance upon the information provided in the Private Placement Memorandum.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws provisions.
Entire Agreement. This Agreement, together with the Memorandum, constitutes the entire agreement between the parties hereto and supersedes all prior oral or written agreements, understandings, or representations.
Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Jackson, Mississippi before a single arbitrator. The arbitration shall be administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could grant, including, without limitation, specific performance, injunctive relief, or other equitable relief, provided that the arbitrator shall not have the authority to award punitive damages, except where such damages are expressly permitted by applicable law.
IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement as of the Effective Date.