Common use of Representations and Warranties by the Purchaser Clause in Contracts

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory Note, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Note. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note and understand how the Company functions as a corporate entity. By purchasing the Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Note. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Note. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 3 contracts

Sources: Subscription Agreement (PFG Fund V, LLC), Subscription Agreement (PFG Fund V, LLC), Subscription Agreement (PFG Fund V, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and including the terms and conditions of the Promissory NoteNotes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NotePromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles Offering Circular and Promissory Note and understand how the Company functions as a corporate entityNote. By purchasing the Note Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteNotes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NotePromissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Promissory Notes and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NotePromissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteNotes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on and the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company Promissory Notes has been qualified in connection accordance with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D A promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that all applicable state Law where the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” is offering and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on themselling Promissory Notes. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (lh) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 3 contracts

Sources: Subscription Agreement (Cf Fund Ii, LLC), Subscription Agreement (Cf Fund Ii, LLC), Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory Note, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Note. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note and understand how the Company functions as a corporate entity. By purchasing the Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Note. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Note. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note.. SUBSCRIPTION AGREEMENT PFG FUND V LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the offering and sale of the Note have has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or qualified under any State Securities Laws (state securities laws. The Purchaser understands that the “Law”), on the ground, among others, that no distribution or public offering and sale of the Note is intended to be effected exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A thereof, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, the investor suitability standards of this Subscription Agreement. The Purchaser is purchasing the Note will be issued by the Company in connection for its own account for investment purposes only and not with a transaction that does not involve view to or intent of resale or distribution thereof in violation of any public offering within the meaning of section 4(2) of the Act applicable securities laws, in whole or of the Law, under the respective rules and regulations of the Securities and Exchange Commissionin part. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) % of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) % of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) 18 years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 3 contracts

Sources: Subscription Agreement (PFG Fund V, LLC), Subscription Agreement (PFG Fund V, LLC), Subscription Agreement (PFG Fund V, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles Certificate and the terms and conditions of the Promissory NoteOperating Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NoteMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles Certificate and Promissory Note Operating Agreement and understand how the Company functions as a corporate entity. By purchasing the Note Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteOperating Agreement. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NoteMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Membership Interests for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteMembership Interests. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Membership Interests and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NoteMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteOperating Agreement. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Membership Interests to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Membership Interests have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note Membership Interests is to be effected and the Note Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note Membership Interests remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 3 contracts

Sources: Subscription Agreement (Circle of Wealth Fund III LLC), Subscription Agreement (Circle of Wealth Fund III LLC), Subscription Agreement (Circle of Wealth Fund III LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) I have Purchaser has received and read the Offering Circular and its Exhibits, including the Articles Certificate and the terms and conditions of the Promissory NoteOperating Agreement, and I am Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of the CompanyConcreit. I have Purchaser has relied solely upon the Offering Circular and independent investigations made by me Purchaser or my Purchaser’s representative with respect to the investment in NoteMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have Purchaser has read and understand understands the Articles Certificate and Promissory Note Operating Agreement and understand understands how the Company Concreit functions as a corporate entity. By purchasing the Note Membership Interests and executing this Subscription Agreement, I Purchaser hereby agree agrees to the terms and provisions of the Promissory NoteCertificate and the Operating Agreement. (c) I understand Purchaser understands that the Company Concreit has limited or no financial and operating history. I have Purchaser has been furnished with such financial and other information concerning the CompanyConcreit, its management, and its business, as I consider Purchaser considers necessary in connection with the investment in NoteMembership Interests. I have Purchaser has been given the opportunity to discuss any questions and concerns with the CompanyConcreit. (d) I am Purchaser is purchasing Note Membership Interests for my Purchaser’s own account (or for a trust if I am Purchaser is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have Purchaser has no present intention, agreement, or arrangement to divide my Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteMembership Interests. (e) I Purchaser or my Purchaser’s investment advisors have such knowledge and experience in financial and business matters that will enable me Purchaser to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have P▇▇▇▇▇▇▇▇ has been advised to consult my Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating investing in the Note Membership Interests and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLCbecoming a Member of Concreit. (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have Purchaser has been advised that the Note Membership Interests have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note Membership Interests is to be effected and the Note Membership Interests will be issued by the Company Concreit in connection with a transaction that does not involve any public offering within the meaning of section 4(24(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (hg) The information that the Purchaser has previously furnished herein, including (without limitation) Concreit a completed Investor Questionnaire through the information furnished by Purchaser to the Company upon creating an account in the Concreit Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscriptionor Concreit App. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have Purchaser has furnished in this Subscription Agreement and the Investor Questionnaire, concerning myselfthemselves/itself, my financial position, and my knowledge of financial and business matters is correct, current, and complete. (h) All information which Purchaser has furnished in this Subscription Agreement concerning Purchaser, Purchaser’s financial position, and Purchaser’s knowledge of financial and business matters is correct, current, true and complete.

Appears in 3 contracts

Sources: Subscription Agreement (Concreit Series LLC), Subscription Agreement (Concreit Series LLC), Subscription Agreement (Concreit Series LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and including the terms and conditions of the Promissory NoteNotes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NotePromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles Offering Circular and Promissory Note and understand how the Company functions as a corporate entityNote. By purchasing the Note Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteNotes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NotePromissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Promissory Notes and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NotePromissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteNotes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on and the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company Promissory Notes has been qualified in connection accordance with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D A promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that all applicable state Law where the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” is offering and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on themselling Promissory Notes. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (lh) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 2 contracts

Sources: Subscription Agreement (Cf Fund Ii, LLC), Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory NoteOperating Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NoteMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note Operating Agreement and understand how the Company functions as a corporate entity. By purchasing the Note Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteOperating Agreement. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NoteMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Membership Interests for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Membership Interests and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NoteMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteOperating Agreement. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Membership Interests to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Membership Interests have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note Membership Interests is to be effected and the Note Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note Membership Interests remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 2 contracts

Sources: Subscription Agreement (LK Secured Lending Reg a Fund, LLC), Subscription Agreement (LK Secured Lending Reg a Fund, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular Memorandum and its Exhibits, including the Articles and the terms and conditions of the Promissory NoteOperating Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the CompanyLLC. I have relied solely upon the Offering Circular Memorandum and independent investigations made by me or my representative with respect to the investment in NoteShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) I have read and understand the Articles and Promissory Note Operating Agreement and understand how the Company an LLC functions as a corporate entity. By purchasing the Note Shares and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteOperating Agreement. (c) I understand that the Company LLC has limited financial and operating history. I have been furnished with such financial and other information concerning the CompanyLLC, its managementManager, and its business, as I consider necessary in connection with the investment in NoteShares. I have been given the opportunity to discuss any questions and concerns with the CompanyLLC. (d) I am purchasing Note Shares for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteShares. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NoteShares, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteMemorandum. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Shares to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note Shares is to be effected and the Note Shares will be issued by the Company LLC in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that I have either previously furnished the Purchaser has furnished herein, including (without limitation) LLC a completed and signed Investor Questionnaire or I have completed and signed the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscriptionattached Investor Questionnaire. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement and the Investor Questionnaire, concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and completecompete.

Appears in 2 contracts

Sources: Subscription Agreement, Subscription Agreement

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular Memorandum and its Exhibits, including the Articles and the terms and conditions of the Promissory NoteOperating Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the CompanyLLC. I have relied solely upon the Offering Circular Memorandum and independent investigations made by me or my representative with respect to the investment in NoteShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) I have read and understand the Articles and Promissory Note Operating Agreement and understand how the Company an LLC functions as a corporate entity. By purchasing the Note Shares and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteOperating Agreement. (c) I understand that the Company LLC has limited financial and operating history. I have been furnished with such financial and other information concerning the CompanyLLC, its managementManager, and its business, as I consider necessary in connection with the investment in NoteShares. I have been given the opportunity to discuss any questions and concerns with the CompanyLLC. (d) I am purchasing Note Shares for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteShares. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NoteShares, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteMemorandum. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Shares to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note Shares is to be effected and the Note Shares will be issued by the Company LLC in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement Agreement, concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and completecompete.

Appears in 2 contracts

Sources: Subscription Agreement, Subscription Agreement

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, represents and agrees as follows: warrants that (a) I have received and read it is an “accredited investor” within the Offering Circular and its Exhibits, meaning of Rule 501 under the Articles and the terms and conditions Securities Act of the Promissory Note, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Note. No oral or written representations beyond the Offering Circular have been made or relied upon. 1933; (b) I have read it will acquire the Shares for its own account and understand that the Articles Shares are being and Promissory Note will be acquired by it for the purpose of investment and understand how the Company functions as not with a corporate entity. By purchasing the Note and executing this Subscription Agreement, I hereby agree view to the terms and provisions of the Promissory Note. distribution or resale thereof; (c) I understand that the execution of this Agreement and the Financing Documents (as defined below) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement and the Financing Documents have been duly executed and delivered, and constitute valid, legal, binding and enforceable agreements of the Purchaser; (d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby; (e) it has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Company; and (f) it has carefully reviewed the representations concerning the Company contained in this Agreement and has limited financial and operating history. I have been furnished with such financial and other information made detailed inquiry concerning the Company, its management, business and its business, as I consider necessary in connection with personnel; the investment in Note. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part officers of the Note. (e) I or my investment advisors Company have such made available to the Purchaser any and all written information which it has requested and have answered to the Purchaser’s satisfaction all inquiries made by the Purchaser; and the Purchaser has sufficient knowledge and experience in financial finance and business matters that will enable me to utilize the information made available to evaluate it is capable of evaluating the risks of the prospective and merits its investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Company and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am is able financially to bear the economic risks of this investmentthereof. I The Purchaser further acknowledge represents that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs it understands and possible contingenciesagrees that, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note have not been until registered under the Securities Act of 1933, as amended 1933 (the “Securities Act”), ) or qualified under any State Securities Laws (transferred pursuant to the “Law”), on the ground, among others, that no distribution or public offering provisions of the Note is to be effected and the Note will be issued Rule 144 as promulgated by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as all certificates evidencing any of the date of this Agreement and will be correct and complete on the dateShares shall bear a legend, if anyprominently stamped or printed thereon, that the Company accepts this subscriptionreading substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. FurtherTHESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this SubscriptionAND MAY NOT BE SOLD, includingMORTGAGED, without limitationPLEDGED, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on themHYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 2 contracts

Sources: Series a Convertible Preferred Stock Purchase Agreement, Series a Convertible Preferred Stock Purchase Agreement (Seachange International Inc)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) I have Purchaser has received and read the Offering Circular and its Exhibits, including the Articles Certificate and the terms and conditions of the Promissory NoteOperating Agreement, and I am Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of the CompanyForte. I have Purchaser has relied solely upon the Offering Circular and independent investigations made by me Purchaser or my Purchaser’s representative with respect to the investment in NoteMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have Purchaser has read and understand understands the Articles Certificate and Promissory Note Operating Agreement and understand understands how the Company Forte functions as a corporate entity. By purchasing the Note Membership Interests and executing this Subscription Agreement, I Purchaser hereby agree agrees to the terms and provisions of the Promissory NoteCertificate and the Operating Agreement. (c) I understand Purchaser understands that the Company Forte has limited or no financial and operating history. I have Purchaser has been furnished with such financial and other information concerning the CompanyForte, its management, and its business, as I consider Purchaser considers necessary in connection with the investment in NoteMembership Interests. I have Purchaser has been given the opportunity to discuss any questions and concerns with the CompanyF▇▇▇▇. (d) I am Purchaser is purchasing Note Membership Interests for my Purchaser’s own account (or for a trust if I am Purchaser is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have Purchaser has no present intention, agreement, or arrangement to divide my Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteMembership Interests. (e) I Purchaser or my Purchaser’s investment advisors have such knowledge and experience in financial and business matters that will enable me Purchaser to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have P▇▇▇▇▇▇▇▇ has been advised to consult my Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating investing in the Note Membership Interests and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLCbecoming a Member of Forte. (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have Purchaser has been advised that the Note Membership Interests have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note Membership Interests is to be effected and the Note Membership Interests will be issued by the Company Forte in connection with a transaction that does not involve any public offering within the meaning of section 4(24(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information . Purchaser understands that the Purchaser has furnished herein, including (without limitation) offering and sale of the information furnished by Purchaser Membership Interests is intended to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated be exempt from registration under the Securities Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 belowunder Tier 2 of Regulation A, is correct based, in part, upon the representations, warranties and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence agreements of the Purchaser is as shown on the signature page of contained in this Subscription Agreement. (kg) The Purchaser has previously furnished Forte a completed Investor Questionnaire through the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated herebyForte Platform. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have Purchaser has furnished in this Subscription Agreement and the Investor Questionnaire, concerning myselfthemselves/itself, my financial position, and my knowledge of financial and business matters is correct, current, and complete. (h) All information which Purchaser has furnished in this Subscription Agreement concerning Purchaser, Purchaser’s financial position, and Purchaser’s knowledge of financial and business matters is correct, current, true and complete.

Appears in 2 contracts

Sources: Subscription Agreement (Forte Investment Fund, LLC), Subscription Agreement (Forte Investment Fund, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, including the Articles and Operating Agreement, and the terms and conditions of the Promissory NoteNotes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NotePromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note Operating Agreement and understand how the Company functions as a corporate entity. By purchasing the Note Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteNotes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NotePromissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Promissory Notes and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NotePromissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteNotes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Promissory Notes have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note Promissory Notes is to be effected and the Note Promissory Notes will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of as defined in the Act or of the Law, and under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) I have Purchaser has received and read the Offering Circular Memorandum and its Exhibits, including the Articles and the terms and conditions of the Promissory NoteOperating Agreement, and I am Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of the CompanyFund. I have Purchaser has relied solely upon the Offering Circular Memorandum and independent investigations made by me Purchaser or my Purchaser’s representative with respect to the investment in NoteMembership Interests. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) I have Purchaser has read and understand understands the Articles and Promissory Note Operating Agreement and understand understands how the Company Fund functions as a corporate entity. By purchasing the Note Membership Interests and executing this Subscription Agreement, I Purchaser hereby agree agrees to the terms and provisions of the Promissory NoteArticles and the Operating Agreement. (c) I understand Purchaser understands that the Company Fund has limited financial and operating history. I have Purchaser has been furnished with such financial and other information concerning the CompanyFund, its management, and its business, as I consider Purchaser considers necessary in connection with the investment in NoteMembership Interests. I have Purchaser has been given the opportunity to discuss any questions and concerns with the CompanyFund. (d) I am Purchaser is purchasing Note Membership Interests for my Purchaser’s own account (or for a trust if I am Purchaser is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have Purchaser has no present intention, agreement, or arrangement to divide my Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteMembership Interests. (e) I Purchaser or my Purchaser’s investment advisors have such knowledge and experience in financial and business matters that will enable me Purchaser to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have ▇▇▇▇▇▇▇▇▇ has been advised to consult my Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating investing in the Note Membership Interests and becoming a Member of the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLCFund. (f) I have If Purchaser has not been admitted as a Member within Ninety (90) days of signing this Subscription Agreement and depositing funds into the Subscription Account, the Purchaser may send a written notice to the Manager asking the Manager to either admit Purchaser as a Member or return Purchaser’s funds and revoke the Subscription Agreement. Within Ten (10) business days of receipt of such written request from the Purchaser, Manager shall, in its sole and absolute discretion, either accept Purchaser as a Member and transfer Purchaser’s funds to the Fund’s operating account or return the Purchaser’s funds to the Purchaser and revoke the Subscription Agreement. (g) Purchaser has carefully reviewed and understand understands the risks of investing in the NoteMembership Interests, including (without limitation) those set forth in the Offering Circular Memorandum and the terms and conditions of the Promissory NoteMembership Interests. I have Purchaser has carefully evaluated my Purchaser’s financial resources and investment position and acknowledge acknowledges that I am Purchaser is able to bear the economic risks of this investment. I Purchaser further acknowledge acknowledges that my Purchaser’s financial condition is such that I am Purchaser is not under any present necessity or constraint to dispose of the Note Membership Interests to satisfy any existent or contemplated debt or undertaking. I have Purchaser has adequate means of providing for my Purchaser’s current needs and possible contingencies, have has no need for liquidity in my Purchaser’s investment, and can afford to lose some or all of my Purchaser’s investment. (gh) I have Purchaser has been advised that the Note Membership Interests have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note Membership Interests is to be effected and the Note Membership Interests will be issued by the Company Fund in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (hi) The information that the Purchaser has previously furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) Fund a “Qualified Purchaser” defined Section 3 below, is correct completed and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscriptionsigned Investor Questionnaire. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have ▇▇▇▇▇▇▇▇▇ has furnished in this Subscription Agreement and the Investor Questionnaire, concerning myselfhis/her/itself, my financial position, and my knowledge of financial and business matters is correct, current, and complete. (j) Purchaser agrees that Purchaser must provide any and all documentation and information (to the satisfaction of the Fund) to verify the Purchaser’s status as an Accredited Investor. The Fund may conduct such verification through any reasonable means and steps deemed necessary or suitable by the Fund. (k) All information which Purchaser has furnished in this Subscription Agreement concerning Purchaser, Purchaser’s financial position, and Purchaser’s knowledge of financial and business matters is correct, current, true and complete.

Appears in 1 contract

Sources: Subscription Agreement

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) a. I have received and read the Offering Circular Memorandum and its Exhibits, including the Articles and the terms and conditions of the Promissory NoteBylaws, and I am thoroughly familiar with the proposed business, operations, properties and financial condition and intended operations of the Company. I have relied solely upon the Offering Circular Memorandum, Bylaws, Subscription Agreement and independent investigations made by me or my representative representatives with respect to the investment in Notethe Bonds. No oral or written representations by the Company beyond the Offering Circular aforementioned documents have been made or relied upon. (b) b. I understand that all investments, including this investment, are speculative in nature and involve substantial risk of loss. I have been advised to invest carefully. I have been encouraged to get personal advice from my professional investment advisor and to make independent investigations before acting on information that I have received as part of this investment. c. I have read and understand the Articles and Promissory Note Bylaws and understand how the Company functions as a corporate entity. By purchasing the Note Bonds and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteBylaws. (c) d. I understand that the Company has a limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NoteBonds. I have been given the opportunity to discuss any questions and concerns with the Company. (d) e. I am purchasing Note the Bonds for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteBonds. (e) f. I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) g. I have carefully reviewed and understand the risks of investing in the NoteBonds, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteMemorandum. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Bonds to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) h. I have been advised that the Note Bonds have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note Bonds is to be effected and the Note Bonds will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) . The information that the Purchaser Subscriber has furnished herein, including (including, without limitation) , the information set forth in the Investor Questionnaire under 2b, which has been completed by the Subscriber and submitted herewith to the Company, and any other information furnished by Purchaser the Subscriber to the Company upon creating an account in regarding whether the Platform regarding Purchaser’s qualification Subscriber qualifies as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”), which definition is set forth on Exhibit B attached hereto, and/or as (ii) a “Qualified Purchaserqualified purchaseras that term is defined Section 3 belowin Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscriptionSubscription. Further, the Purchaser hereby agrees to Subscriber shall immediately notify the Company of any change in any statement made herein prior to the PurchaserSubscriber’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaserthe Subscriber’s status as an “accredited investor” and/or Qualified Purchaser. “qualified purchaser.” The representations and warranties made by Purchaser the Subscriber herein may be fully relied upon by the Company and by any investigating party relying on them. . The Subscriber (ia) The is an “accredited investor” as that term is defined in Rule 501 under Regulation D, which definition is set forth under item 7, or (b) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount the Note of Bonds being purchased by the Purchaser Subscriber does not exceed Ten Percent (10%) % of the greater of Purchaserthe Subscriber’s (i) annual income or net worth (for natural persons), or Ten Percent (10%ii) of the greater of the Purchaser’s annual revenue or net assets at the most recent fiscal year-end (for entitiesnon-natural persons). (j) . The PurchaserSubscriber agrees to provide to the Company any additional documentation the Company may reasonably request, if including, in addition to the Investor Questionnaire under 2b, any other documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and “accredited investor” as that term is defined in good standing Rule 501 under Regulation D promulgated under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this AgreementAct. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (CWS Investments Inc)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles Certificate and the terms and conditions of the Promissory NoteOperating Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NoteMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles Certificate and Promissory Note Operating Agreement and understand how the Company functions as a corporate entity. By purchasing the Note Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteOperating Agreement. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NoteMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Membership Interests for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteMembership Interests. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Membership Interests and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NoteMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteOperating Agreement. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Membership Interests to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Membership Interests have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note Membership Interests is to be effected and the Note Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note Membership Interests remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (Circle of Wealth Fund III LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrantsrepresents and warrants to the Company as follows as of the Closing Date and as of each Subsequent Closing Date (provided that the statements contained in the following paragraphs of this Section 5 shall be read with such contextual modifications as are necessary to reflect that this Agreement is executed, and agrees as follows:the Warrant is issued, only on the Initial Closing Date and the "Note" shall mean the Initial Note and any relevant "Subsequent Note"): (a) I have received and read During the Offering Circular negotiation of the transactions contemplated herein, the Purchaser and its Exhibits, the Articles and the terms and conditions of the Promissory Note, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Note. No oral or written representations beyond the Offering Circular representatives have been made or relied upon. (b) I have read afforded full and understand the Articles and Promissory Note and understand how the Company functions as a free access to corporate entity. By purchasing the Note and executing this Subscription Agreementbooks, I hereby agree to the terms and provisions of the Promissory Note. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial statements, records, contracts, documents, and other information concerning the Company, and to its managementoffices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and its business, as I consider necessary in connection with the investment in Note. I have been given all such information as has been requested, in order to evaluate the opportunity merits and risks of the prospective investment contemplated herein. Notwithstanding the foregoing, such due diligence investigation shall not limit the representations and warranties made by the Company in Section 5 hereof. (b) The Purchaser and its representatives have been solely responsible for the Purchaser’s own “due diligence” investigation of the Company and its management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment; in taking any action or performing any role relative to discuss the arranging of the proposed investment, the Purchaser has acted solely in its own interest, and neither the Purchaser nor any questions and concerns with of its representatives has acted as an agent of the Company. (d) I am purchasing Note for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (kc) The Purchaser has the requisite full right, power and authority to deliver enter into and perform the Purchaser’s obligations under this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement terms except as limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, usury or other laws of general application relating to or affecting enforcement of creditors rights and rules or laws concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and completeequitable remedies.

Appears in 1 contract

Sources: Convertible Note Purchase Agreement (Puredepth, Inc.)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory Note, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Note. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note and understand how the Company functions as a corporate entity. By purchasing the Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Note. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Note. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(24(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) % of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) % of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) 18 years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (PFG Fund V, LLC)

Representations and Warranties by the Purchaser. The Purchaser Subscriber represents, warrants, and agrees as follows: (a) I have 2.1 Subscriber has received and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory NoteBylaws, and I am Subscriber is thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have Subscriber has relied solely upon the Offering Circular and independent investigations made by me Subscriber or my Subscriber’s representative with respect to the investment in NoteShares. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have 2.2 Subscriber has read and understand understands the Articles and Promissory Note Bylaws and understand understands how the Company functions as a corporate entity. By purchasing the Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Note. (c) I understand 2.3 Subscriber understands that the Company has limited financial and operating history. I have Subscriber has been furnished with such financial and other information concerning the Company, its management, and its business, as I consider Subscriber considers necessary in connection with the investment in NoteShares. I have Subscriber has been given the opportunity to discuss any questions and concerns with the Company. (d) I am 2.4 Subscriber is purchasing Note Shares for my Subscriber’s own account (or for a trust if I am Subscriber is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have Subscriber has no present intention, agreement, or arrangement to divide my Subscriber’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteShares. (e) I or my 2.5 Subscriber’s investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have Subscriber has been advised to consult my Subscriber’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Shares and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have 2.6 Subscriber has carefully reviewed and understand understands the risks of investing in the NoteShares, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteArticles and Bylaws. I have Subscriber has carefully evaluated my its financial resources and investment position and acknowledge acknowledges that I am Subscriber is able to bear the economic risks of this investment. I Subscriber further acknowledge acknowledges that my Subscriber’s financial condition is such that I am Subscriber is not under any present necessity or constraint to dispose of the Note Shares to satisfy any existent or contemplated debt or undertaking. I have Subscriber has adequate means of providing for my Subscriber’s current needs and possible contingencies, have has no need for liquidity in my Subscriber’s investment, and can afford to lose some or all of my Subscriber’s investment. (g) I have 2.7 Subscriber has been advised that the Note Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws state securities laws (the “Law”"State Laws"), on the ground, among others, that no distribution or public offering of the Note Shares is to be effected and the Note Shares will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section Section 4(2) of the Act or of the LawState Laws, under the respective rules and regulations of the Securities and Exchange Commission. (h) 2.8 The information that the Purchaser Subscriber has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform herein regarding PurchaserSubscriber’s qualification as an (i) an a accredited investorqualified subscriber” as that term is defined described in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser Subscriber hereby agrees to immediately notify the Company of any change in any statement made herein prior to the PurchaserSubscriber’s receipt of the Company’s acceptance of this Subscription, including, without limitation, PurchaserSubscriber’s status as an “accredited investora ”qualified subscriber.and/or Qualified Purchaser. The representations and warranties made by Purchaser Subscriber may be fully relied upon by the Company and by any investigating party relying on them. (i) 2.9 The amount the Note of Shares being purchased by the Purchaser does not exceed Ten Percent Subscriber who has either (10%a) a minimum annual gross income of the greater of Purchaser’s annual income or $70,000 and a minimum net worth (for natural persons)of $70,000, exclusive of automobile, home and home furnishings, or Ten Percent (10%b) a minimum net worth of the greater $250,000, exclusive of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities)automobile, home and home furnishings. (j) 2.10 The PurchaserSubscriber, if an entity, is, and shall at all times while it holds Note Shares remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The PurchaserSubscriber, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser Subscriber is as shown on the signature page of this Agreement. (k) 2.11 The Purchaser Subscriber has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser Subscriber has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser Subscriber enforceable against the Purchaser Subscriber in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (l) 2.12 All information which I have Subscriber has furnished in this Subscription Agreement concerning myselfSubscriber, my its financial position, and my Subscriber’s knowledge of financial and business matters is correct, current, and complete. 2.13 The Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. 2.14 The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and other contact information are accurately provided on signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to the Company. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction. 2.15 The Subscriber is subscribing for and purchasing the Shares solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Shares, and the Subscriber has no plans to enter into any such agreement or arrangement. 2.16 The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions envisioned herein, including, but not limited to, the Subscriber’s Purchase, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence. 2.17 The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). For purposes of this Section 2.17, the following terms shall have the meanings described below:

Appears in 1 contract

Sources: Subscription Agreement (Standard Dental Labs Inc.)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and Operating Agreement, and the terms and conditions of the Promissory NoteNotes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NotePromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note Operating Agreement and understand how the Company functions as a corporate entity. By purchasing the Note Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteNotes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NotePromissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Promissory Notes and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NotePromissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteNotes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note Promissory Notes is to be effected and the Note Promissory Notes will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and including the terms and conditions of the Promissory NoteNotes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NotePromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles Offering Circular and Promissory Note Note, and understand how the Company functions as a corporate entity. By purchasing the Note Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteNotes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NotePromissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Promissory Notes and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NotePromissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteNotes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on and the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company Promissory Notes has been qualified in connection accordance with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D A promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that all applicable state Law where the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” is offering and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on themselling Promissory Notes. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (lh) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and including the terms and conditions of the Promissory NoteNotes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NotePromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note and understand how the Company functions as a corporate entity. By purchasing the Note Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteNotes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NotePromissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Promissory Notes and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NotePromissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteNotes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (and the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company Promissory Notes has been qualified in connection accordance with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D A promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that registered or qualified with all applicable State Securities Law where the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” is offering and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on themselling Promissory Notes. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (lh) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, represents and agrees as follows: warrants that (a) I have received it will acquire the Preferred Shares for its own account and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory Note, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Note. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note and understand how the Company functions as a corporate entity. By purchasing the Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Note. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning Preferred Shares are being acquired by it for the Company, its management, and its business, as I consider necessary in connection with the purpose of investment in Note. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note for my own account (or for a trust if I am a trustee), for investment purposes and not with a view to distribution or intention to resell or distribute resale thereof; (b) the same. I execution of this Agreement and the consummation of the transactions contemplated hereby have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of been duly authorized by all or necessary action on the part of the Note. Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent the indemnification provisions contained in the Fourth Amended and Restated Registration Rights Agreement (as defined in Section 2.04(b)) may be limited by applicable federal or state securities laws; (c) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (d) the Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Preferred Shares and to obtain additional information concerning the Company and its business; and (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available Purchaser has the ability to evaluate the merits and risks of the prospective an investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Preferred Shares and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to can bear the economic risks of this such investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose The acquisition by the Purchaser of the Note to satisfy any existent or contemplated debt or undertakingPreferred Shares shall constitute a confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. I have adequate means of providing for my current needs The Purchaser further represents that it understands and possible contingenciesagrees that, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note have not been until registered under the Securities Act or transferred pursuant to the provisions of 1933Rule 144 as promulgated by the Commission, as amended (the “Act”), or qualified under all certificates evidencing any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company in connection with Shares, whether upon initial issuance or upon any transfer thereof, shall bear a transaction that does not involve any public offering within the meaning of section 4(2) of the Act legend, prominently stamped or of the Lawprinted thereon, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification reading substantially as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.follows:

Appears in 1 contract

Sources: Series F Convertible Preferred Stock Purchase Agreement (Akamai Technologies Inc)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory NoteOperating Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NoteMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note Operating Agreement and understand how the Company functions as a corporate entity. By purchasing the Note Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteOperating Agreement. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NoteMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Membership Interests for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Membership Interests and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NoteMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteOperating Agreement. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Membership Interests to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Membership Interests have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note Membership Interests is to be effected and the Note Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note Membership Interests remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (LK Secured Lending Reg a Fund, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, represents and agrees as follows: warrants that (a) I have received it will acquire the Preferred Shares for its own account and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory Note, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Note. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note and understand how the Company functions as a corporate entity. By purchasing the Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Note. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning Preferred Shares are being acquired by it for the Company, its management, and its business, as I consider necessary in connection with the purpose of investment in Note. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note for my own account (or for a trust if I am a trustee), for investment purposes and not with a view to distribution or intention to resell or distribute resale thereof; (b) the same. I execution of this Agreement and the consummation of the transactions contemplated hereby have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of been duly authorized by all or necessary action on the part of the Note. Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser; (c) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby; (d) the Purchaser has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Preferred Shares and to obtain additional information concerning the Company and its business; and (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available Purchaser has the ability to evaluate the merits and risks of the prospective an investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Preferred Shares and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to can bear the economic risks of this such investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose The acquisition by the Purchaser of the Note to satisfy any existent or contemplated debt or undertakingPreferred Shares shall constitute a confirmation of the representations and warranties made by the Purchaser as at the date of such acquisition. I have adequate means of providing for my current needs The Purchaser further represents that it understands and possible contingenciesagrees that, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note have not been until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 as promulgated by the Commission, all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended (the “Act”)AS AMENDED, or qualified under OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS." The Purchaser further represents that it understands and agrees that all certificates evidencing any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company in connection with a transaction that does not involve Shares, whether upon initial issuance or upon any public offering within the meaning of section 4(2) of the Act transfer thereof, shall bear legends, prominently stamped or of the Lawprinted thereon, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification reading substantially as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.follows:

Appears in 1 contract

Sources: Series D Convertible Preferred Stock Purchase Agreement (Akamai Technologies Inc)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory NoteOperating Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NoteMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note Operating Agreement and understand how the Company functions as a corporate entity. By purchasing the Note Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteOperating Agreement. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NoteMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Membership Interests for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Membership Interests and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LK SECURED LENDING REG A FUND, LLC (f) I have carefully reviewed and understand the risks of investing in the NoteMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteOperating Agreement. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Membership Interests to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Membership Interests have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note Membership Interests is to be effected and the Note Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note Membership Interests remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (LK Secured Lending Reg a Fund, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular Memorandum and its Exhibits, including the Articles and the terms and conditions of the Promissory NoteOperating Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the CompanyFund. I have relied solely upon the Offering Circular Memorandum and independent investigations made by me or my representative with respect to the investment in NoteShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) I have read and understand the Articles and Promissory Note Operating Agreement and understand how the Company an Fund functions as a corporate entity. By purchasing the Note Shares and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteOperating Agreement. (c) I understand that the Company Fund has limited financial and operating history. I have been furnished with such financial and other information concerning the CompanyFund, its managementManager, and its business, as I consider necessary in connection with the investment in NoteShares. I have been given the opportunity to discuss any questions and concerns with the CompanyFund. (d) I am purchasing Note Shares for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteShares. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLCFund. (f) I have carefully reviewed and understand the risks of investing in the NoteShares, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteMemorandum. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Shares to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note Shares is to be effected and the Note Shares will be issued by the Company Fund in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that I have either previously furnished the Purchaser has furnished herein, including (without limitation) Fund a completed and signed Investor Questionnaire or I have completed and signed the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscriptionattached Investor Questionnaire. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement and the Investor Questionnaire, concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and completecompete.

Appears in 1 contract

Sources: Subscription Agreement

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles Certificate and the terms and conditions of the Promissory NoteLimited Partnership Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the CompanyFund. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NoteLimited Partnership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles Certificate and Promissory Note Limited Partnership Agreement and understand how the Company Fund functions as a corporate entity. By purchasing the Note Limited Partnership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteLimited Partnership Agreement. (c) I understand that the Company Fund has limited financial and operating history. I have been furnished with such financial and other information concerning the CompanyFund, its management, and its business, as I consider necessary in connection with the investment in NoteLimited Partnership Interests. I have been given the opportunity to discuss any questions and concerns with the Company.Fund. SUBSCRIPTION AGREEMENT VELOCE CAP FUND 1 LP (d) I am purchasing Note Limited Partnership Interests for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Limited Partnership Interests and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLCFund. (f) I have carefully reviewed and understand the risks of investing in the NoteLimited Partnership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteLimited Partnership Agreement. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Limited Partnership Interests to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Limited Partnership Interests have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note Limited Partnership Interests is to be effected and the Note Limited Partnership Interests will be issued by the Company Fund in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform Fund regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company Fund accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company Fund of any change in any statement made herein prior to the Purchaser’s receipt of the CompanyFund’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company Fund and by any investigating party relying on them. (i) The amount the Note Limited Partnership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note Limited Partnership Interests remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement.. SUBSCRIPTION AGREEMENT VELOCE CAP FUND 1 LP (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the CompanyFund, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (Veloce Cap Fund 1 Lp)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) a. I have received and read the Offering Circular Memorandum and its Exhibits, including the Articles and the terms and conditions of the Promissory NoteBylaws, and I am thoroughly familiar with the proposed business, operations, properties and financial condition and intended operations of the Company. I have relied solely upon the Offering Circular Memorandum, Bylaws, Subscription Agreement and independent investigations made by me or my representative representatives with respect to the investment in Notethe Bonds. No oral or written representations by the Company beyond the Offering Circular aforementioned documents have been made or relied upon. (b) b. I understand that all investments, including this investment, are speculative in nature and involve substantial risk of loss. I have been advised to invest carefully. I have been encouraged to get personal advice from my professional investment advisor and to make independent investigations before acting on information that I have received as part of this investment. c. I have read and understand the Articles and Promissory Note Bylaws and understand how the Company functions as a corporate entity. By purchasing the Note Bonds and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteBylaws. (c) d. I understand that the Company has a limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NoteBonds. I have been given the opportunity to discuss any questions and concerns with the Company. (d) e. I am purchasing Note the Bonds for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteBonds. (e) f. I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) g. I have carefully reviewed and understand the risks of investing in the NoteBonds, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteMemorandum. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Bonds to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) h. I have been advised that the Note Bonds have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note Bonds is to be effected and the Note Bonds will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has i. I have either previously furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in a completed and signed Investor Questionnaire or I have completed and signed the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscriptionattached Investor Questionnaire. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement and the Investor Questionnaire, concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and completecompete.

Appears in 1 contract

Sources: Subscription Agreement (CWS Investments Inc)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory Note, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Note. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note and understand how the Company functions as a corporate entity. By purchasing the Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Note. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Note. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (PFG Fund V, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and including the terms and conditions of the Promissory NoteNotes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NotePromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand hereby acknowledge the Articles terms of the Offering Circular and Promissory Note and understand how the Company functions as a corporate entityNote. By purchasing the Note Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteNotes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NotePromissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Promissory Notes and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NotePromissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteNotes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and will be registered or qualified under any with all applicable State Securities Laws Law (the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by ) where the Company in connection with a transaction that does not involve any public is offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commissionand/or selling Promissory Notes. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, including the Articles and the terms and conditions of the Promissory NoteFund Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the CompanyFund. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NoteUnits. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note Fund Agreement and understand how the Company a Fund functions as a corporate entity. By purchasing the Note Units and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteFund Agreement. (c) I understand that the Company Fund has limited financial and operating history. I have been furnished with such financial and other information concerning the CompanyFund, its managementGeneral Partner, and its business, as I consider necessary in connection with the investment in NoteUnits. I have been given the opportunity to discuss any questions and concerns with the CompanyFund. (d) I am purchasing Note Units for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteUnits. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLCFund. (f) I have carefully reviewed and understand the risks of investing in the NoteUnits, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteCircular. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Units to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Units have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that I have either previously furnished the Purchaser has furnished herein, including (without limitation) Fund a completed and signed Investor Questionnaire or I have completed and signed the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscriptionattached Investor Questionnaire. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement and the Investor Questionnaire, concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and completecompete.

Appears in 1 contract

Sources: Subscription Agreement (Joyner Capital LP)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and including the terms and conditions of the Promissory NoteNotes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NotePromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand hereby acknowledge the Articles terms of the Offering Circular and Promissory Note and understand how the Company functions as a corporate entityNote. By purchasing the Note Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteNotes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NotePromissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NotePromissory Notes. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Promissory Notes and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NotePromissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteNotes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and will be registered or qualified under any with all applicable State Securities Laws Law (the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by ) where the Company in connection with a transaction that does not involve any public is offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commissionand/or selling Promissory Notes. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (Beat the Bank LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Confidential Offering Circular Memorandum and its ExhibitsExhibits (the Memorandum”), including the Articles and the terms and conditions of the Promissory NoteLimited Partnership Agreement, and I am thoroughly familiar with the proposed business, operations, properties properties, and financial condition of the CompanyFund. I have relied solely upon the Offering Circular Memorandum and the Property Information Package, if applicable, and independent investigations made by me or my representative with respect to the investment in NoteShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) I have read and understand the Articles and Promissory Note Limited Partnership Agreement and understand how the Company a Fund functions as a corporate entity. By purchasing the Note Shares and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteLimited Partnership Agreement. (c) I understand that the Company Fund has limited no financial and operating history. I have been furnished with such financial and other information concerning the CompanyFund, its managementGP, and its business, as I consider necessary in connection with the investment in NoteShares. I have been given the opportunity to discuss any questions and concerns with the CompanyFund. (d) I am purchasing Note Shares for my own account (or for a trust if I am a trustee), for investment purposes and not with a view to or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteShares. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the CompanyFund. SUBSCRIPTION AGREEMENT PFG FUND V LLC (f) I have carefully reviewed and understand the risks of investing in the NoteShares, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteMemorandum. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Shares to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (gf) I have been advised that the Note Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any applicable State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note Shares is to be effected and the Note Shares will be issued by the Company Fund in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (hg) The information that I have either previously furnished the Purchaser has furnished herein, including (without limitation) Fund a completed and signed Investor Questionnaire or I have completed and signed the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscriptionattached Investor Questionnaire. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement and the Investor Questionnaire, concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles Certificate and the terms and conditions of the Promissory NoteOperating Agreement, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in NoteMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles Certificate and Promissory Note Operating Agreement and understand how the Company functions as a corporate entity. By purchasing the Note Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteOperating Agreement. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NoteMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Membership Interests for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NoteMembership Interests. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Membership Interests and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NoteMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NoteOperating Agreement. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Membership Interests to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Membership Interests have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note Membership Interests is to be effected and the Note Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities), as set forth in Section 3 and 9 below. (j) The Purchaser, if an entity, is, and shall at all times while it holds Note Membership Interests remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (Circle of Wealth Fund III LLC)

Representations and Warranties by the Purchaser. The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular Memorandum and its Exhibits, the Articles and Operating Agreement, and the terms and conditions of the Promissory NoteNotes, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular Memorandum and independent investigations made by me or my representative with respect to the investment in NotePromissory Notes. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) I have read and understand the Articles and Promissory Note Operating Agreement and understand how the Company functions as a corporate entity. By purchasing the Note Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NoteNotes. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in NotePromissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note Promissory Notes for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the NotePromissory Notes. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note Promissory Notes and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC. (f) I have carefully reviewed and understand the risks of investing in the NotePromissory Notes, including (without limitation) those set forth in the Offering Circular Memorandum and the terms and conditions of the Promissory NoteNotes. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note Promissory Notes to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the Note Promissory Notes is to be effected and the Note Promissory Notes will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission.. SUBSCRIPTION AGREEMENT CF FUND II, LLC (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

Appears in 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)