For All Subscribers. (D) The Fund shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Fund shall have given its prior written consent thereto and there shall have been filed with the Fund a dated notice of such Transfer, in form satisfactory to the Fund, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (1) contains the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Subscription Agreement and its agreement to be bound thereby, and (2) represents that such Transfer was made in accordance with this Subscription Agreement, the provisions of the Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.
For All Subscribers. The Subscriber is or may become a person (including an entity) that has discretionary authority or control with respect to the assets of the Fund or a person who provides investment advice with respect to the assets of the Fund or an “affiliate” of such a person. (For purposes of the foregoing, an “affiliate” is any person controlling, controlled by or under common control with any such person, including by reason of having the power to exercise a controlling influence over the management or policies of such person.) ____ The Subscriber is “Comvest Related” (i.e., an affiliate of the Fund or the Management Company, or a Trustee, officer, employee or agent of the Fund or the Management Company or any of their respective affiliates). ____ The Subscriber is subject to the Freedom of Information Act, 5 U.S.C § 552 (“FOIA”), any state public records access laws, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any similar statutory or legal right that might result in the disclosure of confidential information relating to the Fund (together with FOIA, “Public Disclosure Laws”). Please indicate the relevant Public Disclosure Laws to which the Subscriber is subject.
For All Subscribers. Our Security Procedures Any service provider receiving your personal information will be authorized to use such information only to perform the services required of them by the Fund and its affiliates, and then only as permitted by applicable law. When we share personal information with companies working on our behalf, we protect your personal information where required by law with confidentiality agreements which obligate companies to keep your information confidential. We restrict access to non-public personal information to those employees of the Fund or its affiliates who require access to provide services to the Fund and its affiliates and its investors. We maintain physical, electronic and procedural safeguards that comply with federal regulations to guard your non-public personal information. Your right to privacy extends to all forms of contact with us, including telephone, written correspondence and electronic media. We are committed to safeguarding the nonpublic personal information of our investors and will adhere to the foregoing policies for both our current and former investors. FOR ALL SUBSCRIBERS SIGNATURE PAGE INDIVIDUAL SUBSCRIBER*: Name of Individual Subscriber INSTITUTIONAL SUBSCRIBER: Name of Institutional Subscriber Signature: By: Print Name: Print Name: Date: Title: Date: * If IRA, must be in the form of: (the name of the IRA Custodian) for the benefit of (the name of the individual) and must also be acknowledged by custodian or trustee below. Acknowledgment by XXX Xxxxxxxxx or Trustee with respect to Investment for an IRA: By signing below, the undersigned custodian or trustee of the IRA for the benefit of the Individual Subscriber named above (the “Client IRA”) acknowledges that investment in the Fund is being made through the Client IRA from the below referenced account and certifies that the Client IRA has directed the custodian or trustee to sign this Subscription Agreement on behalf of the IRA. The trustee or custodian’s contact, account reference number and Tax ID are set forth below. Name of XXX Xxxxxx: Name and Address of Custodian: Contact Individual: IRA Account or Other Reference Number: Trustee/Custodian’s Tax I.D. Number: Acknowledgement by Custodian: By: Name: Title:
For All Subscribers i. Are you a “US Person” as defined under Regulation S (as defined in Annex A)? ☐ Yes ☐ No ii. Did you receive or accept the offer of the Shares in the state or territory indicated in your legal address above? ☐ Yes ☐ No If No, please list state or territory here: iii. Please check the applicable boxes below for any registrations or memberships you hold with the US Commodity Futures Trading Commission (“CFTC”) and/or the National Futures Association (“NFA”): ☐ Futures Commission Merchant ☐ Introducing Broker ☐ Commodity Pool Operator ☐ Commodity Trading Advisor ☐ Leverage Transaction Merchant If you check any of the above boxes, you hereby represent that you (i) are duly registered with the CFTC and are a member in good standing of the NFA and (ii) any information and/or documentation that you have provided to the Fund and/or its placement agent in addition to this Subscription Agreement regarding your CFTC and NFA status remains true and correct. ☐
For All Subscribers. (b) The Company shall deliver to the Subscriber, at least ten (10) Business Days prior to each Drawdown Date or Catch-Up Date, a notice (each, a “Drawdown Notice”) setting forth (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Shareholder; (iii) the estimated number of Shares to be purchased by such Shareholder; and (iv) the Drawdown Date on which such Drawdown Amount is due. For the purposes of this Subscription Agreement, the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Act of 1934, as amended (the “Exchange Act”).
For All Subscribers. 9.1.2. If the Subscriber is an Individual, (a) the execution, delivery and performance by the Subscriber of this Subscription Agreement are within such person’s legal right and power, require no action by or in respect of, or filing with, any governmental body, agency or official, or any third party (except as disclosed in writing to the Company as of the date that this Subscription Agreement is signed by the Subscriber), and do not and will not contravene, or constitute a default under, any provision of applicable law, rule or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Subscriber or any material agreement or other instrument to which the Subscriber is a party or by which the Subscriber or any of his respective properties is bound, other than contraventions or defaults that do not impair or otherwise affect the Subscriber’s ability to perform its obligations under this Subscription Agreement or are not material to the Subscriber’s financial condition; and (b) this Subscription Agreement constitutes the legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity. Neither the execution, delivery or performance of this Subscription Agreement by the Subscriber, nor the consummation of the transactions contemplated hereby, will result in the creation or imposition of any lien or encumbrance upon any of the assets or properties of such Subscriber. If the individual subscribing in the Company is investing assets on behalf of an XXX, the individual who established the XXX has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the XXX to execute the acknowledgement on the signature page and (ii) has signed below to indicate that he or she has reviewed, directed and certifies to the accuracy of the representations and warranties made herein with respect to the XXX and the individual Subscriber.
For All Subscribers. [Website Visitors to the Company’s website at [xxx.xxxxxxxxxx.xxx] should review the Terms of Use & Privacy Policy statements on the website.]2
For All Subscribers. (d) On each Drawdown Date or Catch-Up Date, as applicable, the Subscriber shall pay the Drawdown Purchase Price or Catch-Up Purchase Amount to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Drawdown Notice.
For All Subscribers. The Subscriber represents and warrants that, to the best of its knowledge, none of:
For All Subscribers. (h) The Subscriber agrees that, upon the request of the Company or the Advisor, it will provide such information as the Company or the Advisor requires to satisfy applicable anti-money laundering laws and regulations, including, without limitation, the Subscriber’s anti-money laundering policies and procedures, background documentation relating to its directors, trustees, settlors and beneficial owners, and audited financial statements, if any.
