Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase membership interests (described below as shares), of %%NAME_OF_ISSUER%%, a Delaware limited liability company, by executing this signature page, hereby executes, adopts, and agrees to all terms, conditions and representations of the Subscription Agreement. (a) Number of shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that the undersigned hereby irrevocably subscribes for is: %%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%% (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: %%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%% If the Securities are to be purchased in joint names, both Subscribers must sign: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: This Subscription is accepted on %%NOW%%. %%ISSUER_SIGNATURE%% (1) Any bank as defined in section 3(a)(2) of the Securities Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Securities 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 investors; (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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 5 contracts

Sources: Purchase Agreement, Purchase Agreement, Purchase Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. [SIGNATURE PAGE FOLLOWS] The undersigned, desiring to purchase ~~membership interests (described below as shares),~~ Common Stock of ~~%%NAME_OF_ISSUER%%, a Delaware limited liability company~~Cytonics Corporation, by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that~~ Common Stock the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~______________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $3.00 per Security) for the Common Stock the undersigned hereby irrevocably subscribes for is: $_____________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~_____________, 202X CYTONICS CORPORATION By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 2 contracts

Sources: Subscription Agreement (Cytonics Corp), Subscription Agreement (Cytonics Corp)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~[____________] Securities of NETPUNE REM, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ LLC - WOODY CREEK by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~______________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $_____________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~WOODY CREEK, a Series of NEPTUNE REM, LLC _____________, 202X By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 2 contracts

Sources: Subscription Agreement (Neptune REM, LLC), Subscription Agreement (Neptune REM, LLC)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~[____________] Securities of NETPUNE REM, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ LLC – DALMORE by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~______________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $_____________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~DALMORE, a Series of NEPTUNE REM, LLC _____________, 202X By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 2 contracts

Sources: Subscription Agreement (Neptune REM, LLC), Subscription Agreement (Neptune REM, LLC)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~[____________] Securities of NETPUNE REM, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ LLC – W▇▇▇▇▇ by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~______________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $_____________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted W▇▇▇▇▇, a Series of NEPTUNE REM, LLC on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~_____________, 202X By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Neptune REM, LLC)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~[____________] Securities of NETPUNE REM, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ LLC – CEDAR RIDGE by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~(print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $_______________________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~CEDAR RIDGE, a Series of NEPTUNE REM, LLC _____________, 202X By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Neptune REM, LLC)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform of the Intermediary (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. SIGNATURE PAGE The undersigned, desiring to purchase ~~membership interests (described below as shares)~~Security Interests of Ampere Technologies CF SPV, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company~~LLC, by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that~~ Security Interests the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%%~~ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $ ~~%%VESTING_AMOUNT%%~~per Security) for the Security Interests the undersigned hereby irrevocably subscribes for is: $ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the ~~Company~~company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ _ Signature _ Name (Please Print) _ Email address _ Address _ Signature _ Name (Please Print) _ Email address _ Address _ _ Telephone Number _ Social Security Number _ Date _ _ Telephone Number _ Social Security Number/EIN _ Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~, 202_ Ampere Technologies CF SPV, LLC By: Name: Title: Ampere Technologies, Inc. By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~[____________] Securities of NETPUNE REM, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ LLC – G▇▇▇▇▇▇▇ by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~______________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $_____________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted G▇▇▇▇▇▇▇, a Series of NEPTUNE REM, LLC on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~_____________, 202X By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Neptune REM, LLC)

Subscription Procedure. Each ~~Subscriber~~Purchaser, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such ~~Subscriber~~Purchaser’s information and his or her investment through the platform and confirms such ~~Subscriber~~Purchaser’s electronic signature to this ~~Subscription~~ Note Purchase Agreement. Each party hereto agrees that (a) ~~Subscriber~~Purchaser's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this ~~Subscription~~ Note Purchase Agreement and constitutes execution and delivery of this ~~Subscription~~ Note Purchase Agreement by ~~Subscriber~~Purchaser, (b) the Company's acceptance of ~~Subscriber~~Purchaser's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this ~~Subscription~~ Note Purchase Agreement and constitutes execution and delivery of this ~~Subscription~~ Note Purchase Agreement by the Company and (c) each party's execution and delivery of this ~~Subscription~~ Note Purchase Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this ~~Subscription~~ Note Purchase Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~Notes of Rayven Properties, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company~~LLC, by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The purchase price of ~~shares that~~ the ~~undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that~~ Notes the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~$_____________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (db) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~_____________, 202X RAVYEN PROPERTIES, LLC By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Note Purchase Agreement (Rayven Properties, LLC)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~[____________] Securities of NETPUNE REM, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ LLC - STAG by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~_____________________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $_______________________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~STAG, a Series of NEPTUNE REM, LLC _____________, 202X By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Neptune REM, LLC)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests~~ Series Interests (~~described below as shares),~~ “Securities”) of ~~%%NAME_OF_ISSUER%%~~[SERIES NAME], a ~~Delaware limited liability company~~Series of Wahed Real Estate Series 1 LLC, by executing this signature page, hereby executes, adopts, and agrees to all terms, ~~conditions~~ conditions, and representations of the Subscription Agreement. a. The number of Securities is: 000.00 (aprint number of Securities) b. The aggregate purchase price $000.00 (print aggregate purchase price) ~~Number~~ (based on a purchase price of ~~shares that the undersigned hereby irrevocably subscribes for~~ $[XX.XX] per Security is: (b) The payment for the Securities that the undersigned hereby irrevocably subscribes for is: %%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%% (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) c. The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner(s)) (type of ownership) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%%~~ Signature Signature Name (Please Print) Name (Please Print) Accredited Investor ☐ Accredited Investor ☐ Non-Accredited Investor ☐ Non-Accredited Investor ☐ Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number/EIN Date Date~~: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: This Subscription is accepted on %%NOW%%. %%ISSUER_SIGNATURE%%~~ (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Wahed Real Estate Series 1 LLC)

Subscription Procedure. Each ~~Subscriber~~Investor, by providing his or her ~~information, including name, address~~ name and subscription ~~amount,~~ amount and clicking “accept” and/or checking the appropriate box on the ~~online investment platform~~ Platform (“Online Acceptance”), confirms such ~~Subscriber~~Investor’s ~~information and his or her~~ investment through the ~~platform~~ Platform and confirms such ~~Subscriber~~Investor’s electronic signature to this ~~Subscription~~ Agreement. ~~Each party hereto~~ Investor agrees that ~~(a) Subscriber's~~ his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this ~~Subscription~~ Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 Online Acceptance establishes such ~~party's~~ Investor’s acceptance of the terms and conditions of this ~~Subscription~~ Agreement. The parties are signing this Subscription Agreement as of the date first stated in the introductory clause. KNIGHTSCOPE, INC. a Delaware corporation By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Li Chief Executive Officer The undersigned, desiring to purchase membership interests (described below as shares), of %%NAME_OF_ISSUER%%, a Delaware limited liability company, by executing this signature page, hereby executes, adopts, and agrees to all terms, conditions and representations of the Subscription Agreement. (a) Number of shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that the undersigned hereby irrevocably subscribes for isto: %%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%% (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: %%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%% If the Securities are to be purchased in joint names, both Subscribers must sign: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: This Subscription is accepted on %%NOW%%. %%ISSUER_SIGNATURE%% (1) Any bank as defined in section 3(a)(2) of the Securities Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Securities 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 investors; (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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by enter into the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Series S Preferred Stock Subscription Agreement, dated as of ~~%%NOW%%~~ _____________ (the “Subscription Agreement”), between ~~%%NAME_OF_ISSUER%%~~the undersigned, KNIGHTSCOPE, INC., a Delaware ~~limited liability company~~ corporation (the “Company”) ), and the ~~Subscriber(s) named~~ other parties thereto, in or substantially in the ~~signature page~~ form furnished to the undersigned and purchase the shares of Series S Preferred Stock (the “Shares”) of the Company as set forth below, hereby agrees to purchase such Shares from the Company and further agrees to join the Subscription Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof. ~~All capitalized terms used but not defined herein shall have~~ The undersigned specifically acknowledges having read the ~~meanings as defined~~ representations section in the ~~Agreement, unless otherwise provided~~Subscription Agreement entitled “Representations and Warranties of Investor,” and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Subscriber. The ~~section numbers below correspond~~ undersigned Subscriber hereby elects to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number purchase _________________ Shares ($ __________) under the ~~Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face~~ Subscription Agreement. SUBSCRIBER (individual) SUBSCRIBER (entity) Signature Name of ~~such disclosure. Nothing~~ Entity Print Name Signature Print Name: Signature (if Joint Tenants or Tenants in ~~this Disclosure Schedule is intended to broaden the scope~~ Common) Title: Address of ~~any representation or warranty contained in the Agreement or to create any covenant. Inclusion~~ Principal Residence: Address of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.Executive Offices: Social Security Number(s): IRS Tax Identification Number:

Appears in 1 contract

Sources: Series S Preferred Stock Subscription Agreement (Knightscope, Inc.)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~[____________] Securities of NETPUNE REM, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ LLC – MICHTER by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~_____________________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $____________________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted MICHTER, a Series of NEPTUNE REM, LLC on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~_____________, 202X By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Neptune REM, LLC)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform of the Intermediary (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~Class B Units of Solaris Renewable Equity A, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company~~LLC, by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that~~ units of Class B Units the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%%~~ _ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10 per Security) for the Class B Units the undersigned hereby irrevocably subscribes for is $ ~~%%VESTING_AMOUNT%%~~_ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: %%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%% If the Securities are to be purchased in joint names, both Subscribers must sign: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: Signature Name (Please Print) Email address Address This Subscription is accepted ~~on %%NOW%%. %%ISSUER_SIGNATURE%%~~On: Solaris Renewable Equity A, LLC Signature: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Member Rep. CFO Solaris Energy Inc. (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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-~~self- directed plan, with investment decisions made solely by persons that are accredited investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). ~~This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%~~The undersigned, a ~~Delaware~~ Class B Member of Solaris Renewable Equity A, LLC, a Colorado limited liability company (the “Company”) ), hereby consents to and agrees to be bound by the ~~Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the~~ terms, covenants, and provisions of that certain Operating Agreement, ~~unless otherwise provided~~dated as of March 19, 2024 (the “Operating Agreement”). The ~~section numbers below correspond~~ undersigned’s execution of this Joinder Agreement constitutes the undersigned’s execution of the Operating Agreement and this Joinder Agreement shall constitute an executed counterpart to the ~~section numbers of the representations and warranties in the~~ Operating Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform of the Intermediary (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Crowdfunding Issuer’s and the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by each of the Crowdfunding Issuer and the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below~~ Security Interests of Healables Digital Health, Inc. representing the right as ~~shares)~~a member of Healables Digital Health CF SPV, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company~~LLC, by executing this signature page, ~~hereby~~ ▇▇▇▇▇▇ executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that~~ Security Interests the undersigned hereby irrevocably subscribes for is: (b) The ~~payment~~ aggregate purchase price (based on a purchase price of $2.50 per Security) for the ~~Securities that~~ Security Interests the undersigned hereby irrevocably subscribes for is~~: %%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~: (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print number of Securities) $ (print aggregate purchase price) (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Name (Please Print) Accredited Investor Signature Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number Date Non-Accredited Investor Email address Address Telephone Number Social Security Number/EIN Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~, 202X Healables Digital Health, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Suite 2700 Miami, FL 33131 By: Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President and Chief Executive Officer (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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-~~self- directed plan, with investment decisions made solely by persons that are accredited investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase membership interests (described below as shares), of ~~%%NAME_OF_ISSUER%%~~Series 1-1, a series of StartEngine Private Funds LLC (the “Company”), a Delaware limited liability ~~company~~company , by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) Number of shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that the undersigned hereby irrevocably subscribes for is: %%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%% (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: %%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%% If the Securities are to be purchased in joint names, both Subscribers must sign: Signature: %%INVESTOR_SIGNATURES%% Signature Signature: %%INVESTOR_SIGNATURES%% Signature %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * ~~%%NAME_OF_ISSUER%%~~ Series 1-1, a series of StartEngine Private Funds LLC By: This Subscription is accepted on %%~~NOW%%.~~ NOW%% %%ISSUER_SIGNATURE%% (1) Any bank as defined in section 3(a)(2) of the Securities Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Securities 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 investors; (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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between ~~%%NAME_OF_ISSUER%%~~Series 1-1, a series of StartEngine Private Funds LLC, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Purchase Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform of the Intermediary (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. .] The undersigned, desiring to purchase ~~membership interests (described below as shares),~~ Class B Common Stock of ~~%%NAME_OF_ISSUER%%, a Delaware limited liability company~~Crazy Pita Corp., by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of shares ~~that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that~~ of Class B Common Stock the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%%~~ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $0.50 per Security) for the shares of Class B Common Stock the undersigned hereby irrevocably subscribes for is: $ ~~%%VESTING_AMOUNT%%~~(print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number Date Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number/EIN Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~, 2024 Crazy Pita Corp. By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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-~~self- directed plan, with investment decisions made solely by persons that are accredited investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment platform~~ Platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the ~~platform~~ Platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the ~~platform~~ Platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~Preferred Class B Shares of Autonomous Solutions, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company~~Inc, by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%%~~ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $4.49 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $ ~~%%VESTING_AMOUNT%%~~(print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Name (Please Print) Signature Name (Please Print) Email address Address Telephone Number Social Security Number Date Email address Address Telephone Number Social Security Number/EIN Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~, 2023 Autonomous Solutions, Inc. By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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-~~self- directed plan, with investment decisions made solely by persons that are accredited investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~[____________] Securities of NETPUNE REM, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ LLC – CEDAR RIDGE by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~________________________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $_______________________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~CEDAR RIDGE, a Series of NEPTUNE REM, LLC _____________, 202X By: Name: Title: 8 (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Neptune REM, LLC)

Subscription Procedure. Each Subscriber, by providing his or her ~~information, including name, address~~ name and subscription ~~amount,~~ amount and clicking “accept” and/or checking the appropriate box on the ~~online investment platform~~ Platform (“Online Acceptance”), confirms such Subscriber’s ~~information and his or her~~ investment through the ~~platform~~ Platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. ~~Each party hereto~~ Subscriber agrees that ~~(a) Subscriber's~~ his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 Online Acceptance establishes such ~~party's~~ Subscriber’s acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~the Securities of Endonovo Therapeutics, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company~~Inc., by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of shares ~~that the undersigned hereby irrevocably subscribes for is: (b) The payment for~~ of the Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~(print number of shares of the Securities) (b) The aggregate purchase price (based on a purchase price of $[XXXX] per share) for the Securities the undersigned hereby irrevocably subscribes for is: $_______________ (print aggregate purchase price) (c) EITHER: (i) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities ~~Act~~ Act), or otherwise suited to make this investment, because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto~~: %%ACCREDITATION_STATEMENT%%~~; OR (print applicable number from Appendix A:) _____________________ (ii) The amount set forth in paragraph (b) above (together with any previous investments in the Securities pursuant to this offering) does not exceed 10% of the greater of the undersigned’s net worth or annual income. (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted Endonovo Therapeutics, Inc. on ~~%%NOW%%. %%ISSUER_SIGNATURE%% (1) Any bank as defined in section 3(a)(2)~~ _____________, 20__ By: Name: Title: An individual is an accredited investor if he/she meets one of the Securities Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or following criteria: ● 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 investors; (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~~ the undersigned’s spouse, excluding the “net value” of his or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's her primary residence, ~~up to the estimated fair market value of the primary residence~~ at the time of this purchase exceeds $1,000,000 and having no reason to believe that net worth will not remain in excess of $1,000,000 for the ~~sale of securities~~foreseeable future, ~~shall not be included as a liability (except that if~~ with “net value” for such purposes being the ~~amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result~~ fair value of the ~~acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is~~ residence less any mortgage indebtedness or other obligation secured by the ~~person's primary residence~~ residence, but subtracting such indebtedness or obligation only if it is a liability already considered in ~~excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability~~calculating net worth; ~~(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of~~ ● a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (6) Any natural person who ~~had an~~ has individual annual income in excess of $200,000 in each of the two most recent years or joint annual income with that person's ’s spouse ~~or spousal equivalent~~ in excess of $300,000 in each of those years and ~~has a reasonable expectation~~ who reasonably expects an income in excess of ~~reaching the same income level~~ those levels in the current year; ; ● an individual who holds one of the following licenses in good standing: General Securities Representative license (Series 7~~) Any trust~~), ~~with total assets in excess of $5,000,000~~the Private Securities Offerings Representative license (Series 82), ~~not formed for~~ or the ~~specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii~~Investment Adviser Representative license (Series 65); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is ● a “knowledgeable employee,” as defined in rule ~~3c-5(a)(4~~3c5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the ~~issuer of the securities being offered or sold~~ Company where the ~~issuer~~ Company would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any ● A “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), or the Advisers Act, of a family office meeting the requirements ~~in paragraph (a)(12) of this section~~ described immediately below and whose prospective investment in the ~~issuer~~ Company is directed by such family office pursuant to paragraph (a)(12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.office;

Appears in 1 contract

Sources: Subscription Agreement (Endonovo Therapeutics, Inc.)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~[____________] Securities of NETPUNE REM, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ LLC – T▇▇▇▇▇▇▇▇ by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~______________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $_____________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~T▇▇▇▇▇▇▇▇, a Series of NEPTUNE REM, LLC _____________, 202X By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Neptune REM, LLC)

Subscription Procedure. Each Subscriber, by providing his or her ~~information, including name, address~~ name and subscription ~~amount,~~ amount and clicking “accept” and/or checking the appropriate box on the ~~online investment platform~~ Platform (“Online Acceptance”), confirms such Subscriber’s ~~information and his or her~~ investment through the ~~platform~~ Platform and confirms such Subscriber’s electronic signature to this ~~Subscription~~ Agreement. ~~Each party hereto~~ Subscriber agrees that ~~(a) Subscriber's~~ his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this ~~Subscription~~ Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 Online Acceptance establishes such ~~party's~~ Subscriber’s acceptance of the terms and conditions of this ~~Subscription~~ Agreement Capitalized terms used but not defined herein have the meanings assigned to such terms in the Royalty Share Agreement between RoyaltyTraders LLC and [_], as in effect as of the effective date set forth below (the “Royalty Share Agreement”). References to Sections set forth herein are references to the Royalty Share Agreement. ~~The undersigned~~Name of Units [_] Effective Date of Establishment [Date] Term of Royalty Share Units Commencing on [_] and ending on [_] Royalty Share Agreement Music Royalty Asset [_] Administrative Fee Prior to payments being made to Royalty Share Unit holders, desiring to purchase membership interests (described below as shares), of %%NAME_OF_ISSUER%%, a Delaware limited liability company, by executing this signature page, hereby executes, adopts, and agrees to all terms, conditions and representations the Company will receive 10% of the ~~Subscription Agreement. (a) Number~~ total amount of ~~shares~~ royalties received from the Music Royalty Asset for that quarterly period. Our company will then distribute the ~~undersigned hereby irrevocably subscribes for is: (b)~~ net amount pro rata to the holders of the Royalty Share Units. Issuance The ~~payment for~~ maximum number of [_] Royalty Share Units the ~~Securities that~~ Company can issue is [_]. Pro Rata Rights Holders of [_] Royalty Share Units will receive a pro rata distribution from the undersigned hereby irrevocably subscribes for is: %%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%% (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the Company following ~~paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on~~ the Company’s ~~books as held in~~ receipt of payments under the ~~name of: %%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%% If~~ Royalty Share Agreement on a quarterly basis, after deduction of the Securities are to be purchased in joint names, both Subscribers must sign: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: This Subscription is accepted on %%NOW%%. %%ISSUER_SIGNATURE%%Administrative Fee (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (RoyaltyTraders LLC)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~[____________] Securities of NETPUNE REM, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ LLC - B▇▇▇▇▇▇ by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~______________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $_____________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~B▇▇▇▇▇▇, a Series of NEPTUNE REM, LLC _____________, 202X By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Neptune REM, LLC)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment platform~~ Platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the ~~platform~~ Platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the ~~platform~~ Platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~Preferred Class B Shares of Autonomous Solutions, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company~~Inc, by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%%~~ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $5.93 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $ ~~%%VESTING_AMOUNT%%~~(print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Name (Please Print) Signature Name (Please Print) Email address Address Telephone Number Social Security Number Date Email address Address Telephone Number Social Security Number/EIN Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~, 2024 Autonomous Solutions, Inc. By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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-~~self- directed plan, with investment decisions made solely by persons that are accredited investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Subscription Procedure. ~~Each Subscriber, by providing his or her information, including name, address~~ 1.1 The Subscriber irrevocably subscribes for and ~~subscription amount,~~ agrees to buy the Restricted Shares at the price per share described above outside the United States of America and ~~clicking “accept” and/or checking~~ will deliver to the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that Company (a) ~~Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement~~ a completed and ~~constitutes execution and delivery of this Subscription Agreement by Subscriber~~signed Reg S subscription agreement, (b) the ~~Company's acceptance of Subscriber's~~ applicable completed and signed Schedules attached to the Reg S subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company agreement, and (c) ~~each~~ a certified cheque, bank draft, money order or wire transfer for the subscription funds made payable to "▇▇▇▇▇ Textiles International Inc." or in any other manner as the Company may specify. The subscription funds and documents delivered in connection herewith will be held by the Company until the closing conditions listed below have been satisfied or waived by the appropriate party~~'s execution~~ 1.2 The Company will deliver a certificate representing the Restricted Shares to the Subscriber within a reasonable time after the Company accepts the subscription agreement (the "Closing"). The offering contemplated by this subscription will be completed at one or more Closings at such time or times, on such date or dates, and ~~delivery~~ at such place or places, as the Company may determine. 1.3 The offering contemplated by this subscription is being made pursuant to exemptions (the "Exemptions") from the registration and prospectus requirements of ~~this Subscription Agreement as provided~~ applicable securities laws. The Subscriber acknowledges and agrees that the Company will rely on the representations and warranties contained in this ~~Section 10 establishes such party's acceptance~~ subscription to determine the applicability of available Exemptions. 1.4 The offering contemplated by this subscription is not, and under no circumstances is to be construed as, a public offering of the ~~terms and conditions of this Subscription Agreement~~Restricted Shares. The undersigned, desiring to purchase membership interests (described below as shares), of %%NAME_OF_ISSUER%%, a Delaware limited liability company, by executing this signature page, hereby executes, adoptsoffering is not being made, and ~~agrees~~ this subscription does not constitute, an offer to ~~all terms~~sell or the solicitation of an offer to buy the Restricted Shares in any jurisdiction where, ~~conditions and representations of the Subscription Agreement~~or to any person to whom, it is unlawful to make such offer or solicitation. ~~(a) Number~~ 1.5 Subject to the application of ~~shares that~~ Section 2.2, subscriptions are irrevocable. 1.6 A subscription will only be effective upon its acceptance by the ~~undersigned hereby irrevocably subscribes for is: (b) The payment for~~ Company. Subscriptions will only be accepted if the ~~Securities that the undersigned hereby irrevocably subscribes for is: %%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%% (c) The undersigned~~ Company is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for satisfied that, and it will be ~~owned by, and should be recorded on the Company’s books as held in the name of: %%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%% If the Securities are~~ subject to be purchased in joint names, both Subscribers must sign: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: This Subscription is accepted on %%NOW%%. %%ISSUER_SIGNATURE%% (1) Any bank as defined in section 3(a)(2) of the Securities Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Securities 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, condition for the benefit of ~~its employees~~the Company that, ~~if such plan has total assets~~ the offering can lawfully be made in ~~excess~~ the jurisdiction of ~~$5,000,000; any employee benefit plan within the meaning~~ residence of the ~~Employee Retirement Income Security Act of 1974 if~~ Subscriber pursuant to an available Exemption and that all applicable securities laws have been and will be complied with in connection with 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 investors; (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 or spousal equivalent, exceeds $1,000,000subscription. ~~(i) Except as provided in paragraph (a)(5)(ii)~~ 1.7 The Company reserves the right to accept or reject any or all of this ~~section, for purposes~~ subscription. The Company will have no liability whatsoever to any Subscriber if any or all off this subscription is rejected. 1.8 The obligations of ~~calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up~~ each party are subject to the ~~estimated fair market value of the primary residence~~ condition that each party's representations and warranties are true at the time of Closing and the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result covenants of the ~~acquisition of the primary residence, the amount of such excess shall~~ other party that were to be ~~included as a liability); and (C) Indebtedness that is secured~~ performed by the ~~person's primary residence in excess of~~ other party on or before the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010Closing have been performed. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Regulation S Subscription Agreement (Levin Textiles Int)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares),~~ Common Stock of ~~%%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ Ryse Aero Technologies by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) Number of shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that the undersigned hereby irrevocably subscribes for is: %%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%% (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) . The Securities being subscribed for will be owned by, and should be recorded on the ~~Company’s~~ Corporation's books as ~~held~~ follows: Full legal name of Subscriber (including middle name(s), for individuals): Number of securities: Common Stock Aggregate Subscription Price: $0.00 USD (Name of Subscriber) By: (Authorized Signature) (Official Capacity or Title, if the Subscriber is not an individual) If the Subscriber is individual: ☐ Individual ☐ Joint Tenant ☐ Tenants in Common ☐ Community Property If the Subscriber is not an individual: (Name of individual whose signature appears above if different than the name ~~of: %%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ of the Subscriber printed above.) (Subscriber’s Residential Address, including Province/State and Postal/Zip Code) Taxpayer Identification Number (Telephone Number) (E-Mail Address) If ~~the Securities~~ interests are to be ~~purchased in joint names, both Subscribers must sign~~jointly held: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: This Subscription is accepted on %%NOW%%. %%ISSUER_SIGNATURE%% (1) Any bank as defined in section 3(a)(2) Name of the ~~Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A)~~ Joint Subscriber: Social Security Number of the Securities 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(a)(13) of the Securities 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 Joint Subscriber: Check this box 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 investors; (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~~ will be held in ~~excess~~ a custodial account: ☐ Type of ~~$5,000,000; (4) Any director, executive officer, or general partner~~ account: EIN of ~~the issuer~~ account: Address 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided thataccount provider: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment platform~~ Platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the ~~platform~~ Platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the ~~platform~~ Platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. [SIGNATURE PAGE FOLLOWS] The undersigned, desiring to purchase ~~membership interests (described below as shares)~~Class A Non-Voting Common Stock of Longaberger, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company~~Inc., by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that~~ Class A Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~______________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Class A Non-Voting Common Stock the undersigned hereby irrevocably subscribes for is: $_____________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: %%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%% If the Securities are to be purchased in joint names, both Subscribers must sign: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: This Subscription is accepted on %%NOW%%. %%ISSUER_SIGNATURE%%: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Longaberger Licensing, LLC)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform of the Intermediary (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~Class A Common Stock of Legion M Entertainment, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company~~Inc., by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of shares ~~that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that~~ of Class A Common Stock the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%%~~ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $2.10 per Security) for the Class A Common Stock the undersigned hereby irrevocably subscribes for is: $ ~~%%VESTING_AMOUNT%%~~(print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number Date Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number/EIN Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%~~, 2025 LEGION M ENTERTAINMENT, INC. ~~%%ISSUER_SIGNATURE%%~~By: Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: CEO (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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-~~self- directed plan, with investment decisions made solely by persons that are accredited investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform ~~(“Online~~ of the Intermediary(“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares),~~ Class A Common Stock of ~~%%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ Blue Green Energy Inc. by executing this signature page, ~~hereby~~ ▇▇▇▇▇▇ executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of shares ~~that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that~~ of Class A Common Stock the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%%~~ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $2.50 per share for the Class A Common Stock the undersigned hereby irrevocably subscribes for is: $ ~~%%VESTING_AMOUNT%%~~(print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number Date Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number/EIN Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~, 2025 Blue Green Energy Inc. By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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-~~self- directed plan, with investment decisions made solely by persons that are accredited investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~[____________] Securities of NETPUNE REM, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ LLC – ▇▇▇▇▇▇▇▇▇ by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the~~ Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~______________ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $10.00 per Security) for the Securities the undersigned hereby irrevocably subscribes for is: $_____________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~▇▇▇▇▇▇▇▇▇, a Series of NEPTUNE REM, LLC _____________, 202X By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Neptune REM, LLC)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's ’s electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's ’s acceptance of Subscriber's ’s subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's ’s execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's ’s acceptance of the terms and conditions of this Subscription Agreement. ~~The~~ I, the undersigned, desiring to purchase ~~membership interests (described below as shares)~~shares of Common Stock of Future Cardia, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ Inc. by executing this signature page, ~~hereby~~ ▇▇▇▇▇▇ executes, ~~adopts,~~ adopts and agrees to all terms, ~~conditions~~ conditions, and representations of the Subscription Agreement. (a) ~~Number~~ The number of shares of Common Stock that ~~the undersigned~~ I hereby irrevocably ~~subscribes~~ subscribe for is:: EQUITY_SHARE_COUNT (print number of Securities) (b) The ~~payment~~ aggregate purchase price (based on a purchase price of $3.00 per Security) for the Securities that ~~the undersigned~~ I hereby irrevocably ~~subscribes~~ subscribe for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~$VESTING_AMOUNT (print aggregate purchase price) (c) ~~The undersigned is~~ I have read Appendix A of this Subscription Agreement, and I am either an accredited investor (as that term is defined in Regulation D under the Securities Act because ~~the undersigned meets~~ I meet at least one of the criteria set forth in Appendix A). OR I am not an accredited investor (as that term is defined in Regulation D under the ~~following paragraph(s~~Securities Act). ACCREDITATION_STATEMENT The aggregate purchase price (based on a purchase price of [PPS] per Security) for the [SECURITY CLASS] that I am subscribing for under this agreement (together with any previous investments in the Securities pursuant to this offering) does not exceed 10% of ~~Appendix A attached hereto: %%ACCREDITATION_STATEMENT%%~~the greater of my net worth or annual income. INVESTOR_SIGNATURES (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%% If the Securities are to be purchased in joint names~~INVESTOR_TITLE (print name of owner) INVESTOR_SIGNATURES VESTING_AS VESTING_AS_EMAIL NOW Date Future Cardia, ~~both Subscribers must sign: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Inc. By ISSUER_SIGNATURE * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%~~____NOW. ~~%%ISSUER_SIGNATURE%%~~APPENDIX A (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 ’s spouse or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's ’s primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's ’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's ’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's ’s net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 ’s spouse or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Future Cardia, Inc.)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform (of the Intermediary ( “Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests~~ Series Interests of YSMD Series 150 Panoramic of YSMD, LLC (~~described below as shares), of %%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ the “Series Interests”) by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that~~ Series Interests the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%%~~ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $5.00 per Security) for the 150 Panoramic Series Interests the undersigned hereby irrevocably subscribes for is: $ ~~%%VESTING_AMOUNT%%~~(print aggregate purchase price) (c) ~~The undersigned~~ Subscriber represents that: Check one: (i) Subscriber meets the definition of Accredited Investor under Rule 501 or as set forth in Appendix A; or (ii) Subscriber’s net worth or annual income is ~~an accredited~~ less than $124,000, and that the amount it is investing pursuant to this Subscription Agreement, including investor ~~(as that term is defined~~ fees if any, together with all other amounts invested in ~~Regulation D~~ offerings under Section 4(a)(6) of the Securities Act ~~because~~ within the ~~undersigned meets~~ previous 12 months, does not exceed the ~~criteria set forth~~ greater of (A) 5% of the greater of its annual income or net worth, or (B) $2,500; or (iii) Both of Subscriber’s net worth and annual income are more than $124,000, and that the amount it is investing pursuant to this Subscription Agreement, including investor fees if any, together with all other amounts invested in ~~the following paragraph(s~~offerings under Section 4(a)(6) of ~~Appendix A attached hereto: %%ACCREDITATION_STATEMENT%%~~the Securities Act within the previous 12 months, does not exceed 10% of the greater of its annual income or net worth, and does not exceed $124,000. (d) The ~~Securities~~ Series Interests being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature~~Signature Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number Signature Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number/EIN Date Date If the Securities are to be purchased in joint names, both Subscribers must sign: ~~%%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number Date Signature Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number/EIN Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%. %%ISSUER_SIGNATURE%%~~, 2024 YSMD, LLC By, its Managing Member, Collab (USA) Capital LLC By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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-~~self- directed plan, with investment decisions made solely by persons that are accredited investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform of the Intermediary (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares),~~ Common Stock of ~~%%NAME_OF_ISSUER%%, a Delaware limited liability company,~~ PhorMed Inc by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) Number of shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that the undersigned hereby irrevocably subscribes for is: %%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%% (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) . The Securities being subscribed for will be owned by, and should be recorded on the ~~Company’s~~ Corporation's books as ~~held in~~ follows: Full legal name of Subscriber (including middle name(s), for individuals): Number of securities: Common Stock Aggregate Subscription Price: $0.00 USD (Name of Subscriber) By: TYPE OF OWNERSHIP: (Authorized Signature) (Official Capacity or Title, if the Subscriber is not an individual) If the Subscriber is individual: If the Subscriber is not an individual: ☐ Individual (Name of individual whose signature appears above if different than the name ~~of: %%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ of the Subscriber printed above.) ☐ Joint Tenant ☐ Tenants in Common (Subscriber’s Residential Address, including Province/State and Postal/Zip Code) ☐ Community Property Taxpayer Identification Number (Telephone Number) If ~~the Securities~~ interests are to be ~~purchased in joint names, both Subscribers must sign~~jointly held: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: This Subscription is accepted on %%NOW%%. %%ISSUER_SIGNATURE%% (1) Any bank as defined in section 3(a)(2) Name of the ~~Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A~~Joint Subscriber: (Offline Investor) Social Security Number of the Securities 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(a)(13Joint Subscriber: (E-Mail Address) of the Securities 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 Check this box 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 investors; (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~~ will be held in ~~excess~~ a custodial account: ☐ Type of ~~$5,000,000; (4) Any director, executive officer, or general partner~~ account: EIN of ~~the issuer~~ account: Address 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided thataccount provider: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (Phormed Inc)

Subscription Procedure. ~~Each~~ Subscriber, by providing ~~his~~ his, her or ~~her information, including name, address~~ its name and subscription ~~amount,~~ amount and clicking “accept” and/or checking the appropriate box on the ~~online investment platform~~ [●] Platform (“Online Acceptance”), confirms such Subscriber’s ~~information and his or her~~ investment through the ~~platform~~ [●] Platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. ~~Each party hereto~~ Subscriber agrees that ~~(a) Subscriber's~~ his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 Online Acceptance establishes such ~~party's~~ Subscriber’s acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares),~~ Helix™ Tokens of ~~%%NAME_OF_ISSUER%%, a Delaware limited liability company~~Knowbella Helix Inc., by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number of shares that the undersigned hereby irrevocably subscribes for is:~~The purchase price will be paid in (check one): US Dollars ETH BTC (b) For funds tendered in US Dollars (i) The ~~payment for the Securities that~~ number of Helix™ Tokens the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%%~~ (print number of Tokens) (ii) The aggregate purchase price (based on a purchase price of $0.30 per Token) for the Tokens the undersigned hereby irrevocably subscribes for is: $ ~~%%VESTING_AMOUNT%%~~(print aggregate purchase price) (c) For funds tendered in BTC (i) The amount of BTC tendered: (Number of BTC) (ii) Number of Helix™ Tokens TBD based on conversion methodology (See Appendix B) (d) For funds tendered in ETH (i) The amount of ETH tendered. (Number of ETH) (ii) Number of Helix™ Tokens TBD based on conversion methodology (See Appendix B) (e) EITHER (i) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: ~~%%ACCREDITATION_STATEMENT%%~~ (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: %%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%% If the Securities are to be purchased in joint names, both Subscribers must sign: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: This Subscription is accepted on %%NOW%%. %%ISSUER_SIGNATURE%% (1) Any bank as defined in section 3(a)(2) of the Securities Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Securities 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 investors; (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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (print applicable number from Appendix A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; OR (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements amount set forth in paragraph (~~a)(12~~b) ~~of this section and whose prospective investment~~ above (together with any previous investments in the ~~issuer is directed by such family office~~ Securities pursuant to paragraph (a)(12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this ~~Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1~~offering) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text exceed 10% of the ~~documents described~~greater of the undersigned’s net worth or annual income.

Appears in 1 contract

Sources: Subscription Agreement (Knowbella Helix Inc.)

Subscription Procedure. Each Subscriber, by providing his or her ~~information, including name, address~~ name and subscription ~~amount,~~ amount and clicking “accept” and/or checking the appropriate box on the ~~online investment platform~~ Platform (“Online Acceptance”), confirms such Subscriber’s ~~information and his or her~~ investment through the ~~platform~~ Platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. ~~Each party hereto~~ Subscriber agrees that ~~(a) Subscriber's~~ his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 Online Acceptance establishes such ~~party's~~ Subscriber’s acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares),~~ the Securities of ~~%%NAME_OF_ISSUER%%, a Delaware limited liability company~~GenesisAI Corporation, by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of shares ~~that the undersigned hereby irrevocably subscribes for is: (b) The payment for~~ of the Securities ~~that~~ the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~_________________________________ (print number of shares of the Securities) (b) The aggregate purchase price (based on a purchase price of $4.25 per share) for the Securities the undersigned hereby irrevocably subscribes for is: $_______________ (print aggregate purchase price) (c) EITHER: (i) The undersigned is an accredited investor (as that term is defined in (print applicable number Regulation D under the Securities ~~Act~~ Act), or otherwise suited to make this from Appendix A:) investment, because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto~~: %%ACCREDITATION_STATEMENT%%~~; OR _____________________ (ii) The amount set forth in paragraph (b) above (together with any previous investments in the Securities pursuant to this offering) does not exceed 10% of the greater of the undersigned’s net worth or annual income. (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ ___________________________________ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date This Subscription is accepted GenesisAI Corporation on ~~%%NOW%%. %%ISSUER_SIGNATURE%% (1) Any bank as defined in section 3(a)(2)~~ , 20__ By: Name: Title: An individual is an accredited investor if he/she meets one of the Securities Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or following criteria: ● 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 investors; (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~~ the undersigned’s spouse, excluding the “net value” of his or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's her primary residence, ~~up to the estimated fair market value of the primary residence~~ at the time of this purchase exceeds $1,000,000 and having no reason to believe that net worth will not remain in excess of $1,000,000 for the ~~sale of securities~~foreseeable future, ~~shall not be included as a liability (except that if~~ with “net value” for such purposes being the ~~amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result~~ fair value of the ~~acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is~~ residence less any mortgage indebtedness or other obligation secured by the ~~person's primary residence~~ residence, but subtracting such indebtedness or obligation only if it is a liability already considered in ~~excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability~~calculating net worth; ~~(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of~~ ● a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (6) Any natural person who ~~had an~~ has individual annual income in excess of $200,000 in each of the two most recent years or joint annual income with that person's ’s spouse ~~or spousal equivalent~~ in excess of $300,000 in each of those years and ~~has a reasonable expectation~~ who reasonably expects an income in excess of ~~reaching the same income level~~ those levels in the current year; ; ● an individual who holds one of the following licenses in good standing: General Securities Representative license (Series 7~~) Any trust~~), ~~with total assets in excess of $5,000,000~~the Private Securities Offerings Representative license (Series 82), ~~not formed for~~ or the ~~specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii~~Investment Adviser Representative license (Series 65); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is ● a “knowledgeable employee,” as defined in rule ~~3c-5(a)(4~~3c5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the ~~issuer of the securities being offered or sold~~ Company where the ~~issuer~~ Company would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any ● A “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), or the Advisers Act, of a family office meeting the requirements ~~in paragraph (a)(12) of this section~~ described immediately below and whose prospective investment in the ~~issuer~~ Company is directed by such family office pursuant to paragraph (a)(12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.office;

Appears in 1 contract

Sources: Subscription Agreement (GenesisAI Corp)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the online investment platform (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~Class A Common Stock of GolfSuites 1, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company~~Inc., by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that~~ Common Stock the undersigned hereby ~~irrevocably~~ subscribes for is:: ______________ (print number of Securities) (b) The ~~payment~~ aggregate purchase price (based on a purchase price of $15.00 per Security) for the ~~Securities that~~ Common Stock the undersigned hereby ~~irrevocably~~ subscribes for is: ~~%%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%%~~$_____________ (print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Name (Please Print) Email address Email address Address Address Telephone Number Telephone Number Social Security Number/EIN Social Security Number Date Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%~~_____________, 202X GOLFSUITES 1, INC. ~~%%ISSUER_SIGNATURE%%~~By: Name: Title: (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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 investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement (GolfSuites 1, Inc.)

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform ~~(“Online~~ of the Intermediary(“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 9 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. .] The undersigned, desiring to purchase ~~membership interests (described below as shares),~~ Security Interests of ~~%%NAME_OF_ISSUER%%, a Delaware limited liability company~~Eden Grow Systems Inc., by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of ~~shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that~~ Security Interests the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%%~~ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $1.00 per Security) for the Security Interests the undersigned hereby irrevocably subscribes for is: $ ~~%%VESTING_AMOUNT%%~~(print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Name (Please Print) Signature Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number Date Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number/EIN Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%~~, 202X Eden Grow Systems Inc. ▇▇▇ ▇. ~~%%ISSUER_SIGNATURE%%~~▇▇▇▇ ▇▇▇ ▇▇. Houston, Texas 77024 By: Name: L. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. Title: CEO (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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-~~self- directed plan, with investment decisions made solely by persons that are accredited investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform of the Intermediary (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 8 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. [Amount Invested] [Date] For value received The ~~undersigned~~Amani Resorts, ~~desiring to purchase membership interests (described below as shares), of %%NAME_OF_ISSUER%%~~Inc., a Delaware limited liability company, by executing this signature page, hereby executes, adopts, and agrees to all terms, conditions and representations of the Subscription Agreement. (a) Number of shares that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that the undersigned hereby irrevocably subscribes for is: %%EQUITY_SHARE_COUNT%% $ %%VESTING_AMOUNT%% (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: %%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%% If the Securities are to be purchased in joint names, both Subscribers must sign: Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% * * * * * %%NAME_OF_ISSUER%% By: This Subscription is accepted on %%NOW%%. %%ISSUER_SIGNATURE%% (1) Any bank as defined in section 3(a)(2) of the Securities Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Securities 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 investors; (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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii); (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company Florida corporation (the “Company”), promises to pay to [Investor name], the investor party hereto (“Investor”) who is recorded in the books and records of the ~~Subscriber(s~~Company as having subscribed to this convertible promissory note (the “Note”) ~~named in~~ the principal amount set forth above and on the signature page ~~thereof. All capitalized terms used but not defined herein shall have~~ of his/her subscription agreement (the ~~meanings as defined~~ “Subscription Agreement”), together with accrued and unpaid interest thereon, each due and payable on the date and in the ~~Agreement, unless otherwise provided~~manner set forth below. ~~The section numbers below correspond to the section numbers~~ This Note is issued as part of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face a series of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated similar convertible promissory notes issued by the ~~Agreement require~~ Company pursuant to Regulation Crowdfunding (collectively, the ~~consent of third parties~~“Crowdfunding Notes”) to qualified purchasers (collectively, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the ~~text of the documents described~~“Investors”).

Appears in 1 contract

Sources: Convertible Note Subscription Agreement

Subscription Procedure. Each Subscriber, by providing his or her information, including name, address and subscription amount, and clicking “accept” and/or checking the appropriate box on the ~~online investment~~ platform of the Intermediary (“Online Acceptance”), confirms such Subscriber’s information and his or her investment through the platform and confirms such Subscriber’s electronic signature to this Subscription Agreement. Each party hereto agrees that (a) Subscriber's electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by Subscriber, (b) the Company's acceptance of Subscriber's subscription through the platform and its electronic signature hereto is the legal equivalent of its manual signature on this Subscription Agreement and constitutes execution and delivery of this Subscription Agreement by the Company and (c) each party's execution and delivery of this Subscription Agreement as provided in this Section 10 establishes such party's acceptance of the terms and conditions of this Subscription Agreement. The undersigned, desiring to purchase ~~membership interests (described below as shares)~~Common Stock of Miso Robotics, ~~of %%NAME_OF_ISSUER%%, a Delaware limited liability company~~Inc., by executing this signature page, hereby executes, ~~adopts,~~ adopts and agrees to all terms, conditions and representations of the Subscription Agreement. (a) ~~Number~~ The number of shares ~~that the undersigned hereby irrevocably subscribes for is: (b) The payment for the Securities that~~ of Common Stock the undersigned hereby irrevocably subscribes for is: ~~%%EQUITY_SHARE_COUNT%%~~ (print number of Securities) (b) The aggregate purchase price (based on a purchase price of $4.97 per Security) for the Common Stock the undersigned hereby irrevocably subscribes for is: $ ~~%%VESTING_AMOUNT%%~~(print aggregate purchase price) (c) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto: %%ACCREDITATION_STATEMENT%% (d) The Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name of: ~~%%INVESTOR_SIGNATURES%% %%INVESTOR_TITLE%%~~ (print name of owner or joint owners) If the Securities are to be purchased in joint names, both Subscribers must sign: ~~Signature: %%INVESTOR_SIGNATURES%% Signature: %%INVESTOR_SIGNATURES%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%% %%VESTING_AS%% %%VESTING_AS_EMAIL%% Date: %%NOW%%~~ Signature Signature Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number Date Name (Please Print) Accredited Investor Non-Accredited Investor Email address Address Telephone Number Social Security Number/EIN Date * * * * * ~~%%NAME_OF_ISSUER%% By:~~ This Subscription is accepted on ~~%%NOW%%~~, 2025 MISO ROBOTICS, INC. ~~%%ISSUER_SIGNATURE%%~~By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: CEO (1) Any bank as defined in section 3(a)(2) of the ~~Securities~~ Act, or any 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; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the ~~Securities~~ 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; 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-~~self- directed plan, with investment decisions made solely by persons that are accredited investors; (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, or limited liability company, 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 or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (~~a)(5)(ii~~5)(ii) of this section, for purposes of calculating net worth under this paragraph (~~a)(5~~5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (~~a)(5)(i~~5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (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 or spousal equivalent 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 §230.506(b)(2)(ii);; and (8) Any entity in which all of the equity owners are accredited investors; (9) Any entity, of a type of not listed in ~~paragraph~~ paragraphs (~~a)(1~~1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;. (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (~~a)(12~~12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (~~a)(12)(iii~~12)(iii). This Disclosure Schedule is made and given pursuant to Section 3 of the Subscription Agreement, dated as of %%NOW%% (the “Agreement”), between %%NAME_OF_ISSUER%%, a Delaware limited liability company (the “Company”) and the Subscriber(s) named in the signature page thereof. All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Disclosure Schedule (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Disclosure Schedule may include brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described.

Appears in 1 contract

Sources: Subscription Agreement

Common use of Subscription Procedure Clause in Contracts