Entity Investors Clause Samples

Entity Investors. If the undersigned is an entity, trust, pension fund or ▇▇▇ account (an "Entity"), the Entity and the person signing on its behalf represent and warrant that: (i) such Entity is an existing entity, and has not been organized or reorganized for the purpose of making this investment (or if not true, such fact shall be disclosed to the Company in writing along with information concerning the beneficial owners of the Entity), (ii) the undersigned has the authority to execute this Subscription Agreement, and any other documents in connection with an investment in the Shares, on the Entity's behalf, (iii) the Entity has the power, right and authority to invest in the Shares and enter into the transactions contemplated thereby, and that the investment is suitable and appropriate for the Entity and its beneficiaries (given the risks and illiquid nature of the investment) and (iv) all documents executed by the entity in connection with the Company are valid and binding documents or agreements of the Entity enforceable in accordance with their terms.

Entity Investors. If Purchaser is a legal entity, like a corporation, partnership, or limited liability company, Purchaser also promises that: 5.22.1. Accredited Investor. Purchaser is an “accredited investor” within the meaning of 17 CFR §230.501(a) because all of the owners of Purchaser are themselves accredited investors, i.e., because of 17 CFR §230.501(a)(8). Purchaser has received from each owner a written representation stating that such owner is accredited and specifying the basis for such representation. In the case of an owner representing that it is accredited because of 17 CFR §230.501(a)(8), such owner shall, in turn, obtain a representation from all of its owners, and so on and so forth, until each ultimate beneficial owner has represented that he, she, or it is an accredited investor.

Entity Investors. If Subscriber is a legal entity, like a corporation, partnership, or limited liability company, Subscriber also promises that:

Entity Investors. If the undersigned (i.e. the potential offeree and purchaser of the Securities) is an entity, then the undersigned entity hereby represents and warrants that each statement below initialed or checked below is true and correct regarding the undersigned entity (initial or check each statement below that applies to the undersigned entity): (1) The undersigned is a corporation, partnership, business trust, limited liability company, Indian tribe, governmental body, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), that (i) has total assets in excess of $5,000,000, and (ii) is not formed for the specific purpose of acquiring the Securities. (2) The undersigned is a bank, insurance company, investment company registered under the United States Investment Company Act of 1940, as amended, a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended, a business development company, a Small Business Investment Company licensed by the United States Small Business Administration, a plan with total assets in excess of $5,000,000 established and maintained by a state for the benefit of its employees, or a private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended. (3) The undersigned is a trust with total assets in excess of $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment. (4) The undersigned is an employee benefit plan and either (i) all investment decisions are made by a bank, savings and loan association, insurance company, or registered investment advisor, or (ii) the undersigned has total assets in excess of $5,000,000 or (iii) if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors. (5) The undersigned is an entity in which all of the equity owners (in the case of a revocable living trust, its grantor(s)) are accredited investors (i.e. one or more of statements (6) through (10) are true and accurate with respect to any equity owner that is an entity, and one or more of statements (1) through (3) are true and accurate with respect to any equity owner that is an individual). (6) The undersigned is a "family office," as defined by the "family office rule" ...

Entity Investors. ☐ Taxable Trust ☐ Grantor Trust ☐ Other Disregarded Entity ☐ Tax- Exempt Trust ☐ Corporation ☐ K▇▇▇▇ Plan ☐ Partnership ☐ LLC – C- Corp ☐ LLC - Partnership ☐ LLC – S-Corp ☐ S-Corporation ☐ Foundation/Endowment ☐ C- Corporation ☑ Fund of Hedge Fund ☐ Charity/Welfare Organization ☐ Insurance Company ☐ Employee Benefit Plan ☐ Private Equity ☐ T▇▇▇ ▇▇▇▇▇▇▇ Plan ☐ Pension Plan ☐ Qualified Pension Plan and Profit Sharing Plan ☐ Estate Name of Executor: ____________________ ☐ Other: __________________ Custodian Name: ____________________________ Custodian Tax ID: ___________________________ Custodian Contact Person: _____________________ Daytime Phone Number: ______________________ Email Address: ______________________________ The undersigned confirm(s), which confirmation is made on behalf of the custodian, that the custodian will accept distributions on behalf of the Subscriber pursuant to an agreed-upon custodial agreement between the Subscriber and the custodian. C▇▇▇▇▇▇▇▇ agrees to accept distributions on behalf of the Subscriber until such custodial agreement is amended, terminated or the Subscriber notifies Fortress Net Lease REIT of a change in distribution methodology.

Entity Investors. If the undersigned (i.e. the potential offeree and purchaser of the Securities) is an entity, then the undersigned entity hereby represents and warrants that each statement below initialed or checked below is true and correct regarding the undersigned entity (initial or check each statement below that applies to the undersigned entity): (1) The undersigned is a corporation, partnership, business trust, limited liability company, Indian tribe, governmental body, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), that (i) has total assets in excess of $5,000,000, and (ii) is not formed for the specific purpose of acquiring the Securities. ____(2) The undersigned is a bank, insurance company, investment company registered under the United States Investment Company Act of 1940, as amended, a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended, a business development company, a Small Business Investment Company licensed by the United States Small Business Administration, a plan with total assets in excess of $5,000,000 established and maintained by a state for the benefit of its employees, or a private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended. ____(3) The undersigned is a trust with total assets in excess of $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.

Entity Investors. If the undersigned is an entity, trust, pension fund or IRA account(an “Entity”), the Entity and the person signing on its behalf represent and warrant that: (i) suchEntity is an existing entity, and has not been organized or reorganized for the purpose of makingthis investment (or if not true, such fact shall be disclosed to the Company in writing along with

Entity Investors. If the undersigned is other than a natural person, the undersigned represents and warrants that: (i) The undersigned has not been formed, reformed or recapitalized for the specific purpose of purchasing the Shares; (ii) The undersigned has been duly formed and is validly existing- in good standing under the laws of the jurisdiction of its formation, WITH FILL power and authority to enter into the transactions contemplated by this Agreement; and (iii) This Agreement has been duly and validly authorized, executed and delivered by the undersigned and when executed and delivered by the Company, will constitute the valid, binding and enforceable agreement of the undersigned. 3. ACCESS TO INFORMATION-, INDEPENDENT INVESTIGATION. (a) Private Placement Memorandum. The undersigned has not received Private Placement Memorandum dated _______________ but has instead made an independent investigation of the company, its management, its business plan and other related investment information it deems appropriate.

Entity Investors. The person signing on behalf of the Subscriber represents and warrants that (i) such partnership, corporation, trust, or other entity is an existing entity and has not been organized for the purpose of making this investment; (ii) the undersigned has the authority to sign this agreement, and any other documents in connection with an investment in the Restricted Shares, on the Subscriber=s behalf; (iii) the Subscriber has the power, right, and authority to invest in the Restricted Shares and enter into the transactions contemplated thereby; and (iv) all documents signed by the Subscriber in connection with the Company are valid and binding documents or agreements on the Subscriber enforceable in accordance with their terms.