TO THE REG COMMON STOCK AND ASSUMES NO
UNDERWRITERS' LIABILITY IN CONNECTION THEREWITH.
SECTION 2.21
INVESTMENT EXPERIENCE; ACCREDITED
STATUS.
THE COMPANY AND SUCH MEMBER ACKNOWLEDGE THAT AN INVESTMENT IN REG IS A
SPECULATIVE RISK.
THE COMPANY AND SUCH MEMBER ARE ABLE TO FEND FOR THEMSELVES
IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, CAN BEAR THE ECONOMIC RISK
OF ITS INVESTMENT (INCLUDING POSSIBLE COMPLETE LOSS OF SUCH INVESTMENT) FOR AN
INDEFINITE PERIOD OF TIME AND HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL OR
BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE
INVESTMENT IN REG.
THE COMPANY AND SUCH MEMBER UNDERSTAND THAT THE SHARES OF
REG COMMON STOCK TO BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT, OR UNDER THE SECURITIES LAWS OF ANY JURISDICTION, BY REASON OF
RELIANCE UPON CERTAIN EXEMPTIONS, AND THAT THE RELIANCE ON SUCH EXEMPTIONS IS
PREDICATED, IN PART, UPON THE ACCURACY OF THE MEMBER'S REPRESENTATIONS AND
WARRANTIES IN THIS ARTICLE III.
THE COMPANY AND SUCH MEMBER ARE FAMILIAR WITH
REGULATION D PROMULGATED UNDER THE SECURITIES ACT AND REPRESENT THAT THEY ARE
EACH AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) OF SUCH REGULATION D.
SECTION 2.22
RESTRICTED SECURITIES.
THE COMPANY AND
SUCH MEMBER UNDERSTAND THAT THE SHARES OF REG COMMON STOCK TO BE RECEIVED BY THE
COMPANY AND SUCH MEMBER HEREUNDER ARE CHARACTERIZED AS "RESTRICTED SECURITIES"
UNDER THE FEDERAL SECURITIES LAWS INASMUCH AS THEY ARE BEING ACQUIRED FROM REG
THROUGH THE PURCHASER IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING AND THAT
UNDER SUCH LAWS AND APPLICABLE REGULATIONS SUCH SECURITIES MAY BE RESOLD WITHOUT
REGISTRATION UNDER THE SECURITIES ACT ONLY IN CERTAIN LIMITED CIRCUMSTANCES AND
IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THE LEGEND CONTAINED ON
THE CERTIFICATES OF THE REG COMMON STOCK.
THE COMPANY AND SUCH MEMBER REPRESENT
THAT THEY ARE FAMILIAR WITH SEC RULE 144, AS PRESENTLY IN EFFECT, AND UNDERSTAND
THE RESALE LIMITATIONS IMPOSED THEREBY AND BY THE SECURITIES ACT.
SECTION 2.23
INVESTMENT COMPANY.
THE COMPANY AND
SUCH MEMBER (OR ANY PERSON DIRECTLY OR INDIRECTLY CONTROLLING THE COMPANY AND
SUCH MEMBER OR ON WHOSE BEHALF THE COMPANY IS ACTING) ARE NOT, AND BY VIRTUE OF
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN WILL NOT BE, AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED, OR AN EXEMPTION OR EXCLUSION FROM THE REGISTRATION PROVISIONS UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, IS AVAILABLE TO THE COMPANY,
SUCH MEMBER OR ANY SUCH PERSON.
ARTICLE III
REPRESENTATIONS OF REG AND THE PURCHASER
Each of the Purchaser and REG, severally as to itself only and not jointly as to
or with the other, respectively, represents and warrants to the Sellers as
follows:
SECTION 3.1
ORGANIZATION AND EXISTENCE. THE
PURCHASER AND REG ARE EACH DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THEIR JURISDICTION OF
13
INCORPORATION OR ORGANIZATION, RESPECTIVELY, AND HAVE ALL REQUISITE POWER AND
AUTHORITY TO CARRY ON THEIR RESPECTIVE BUSINESSES AS