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 terms and conditions of the Promissory Notes, 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 Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes. (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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing 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 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 Promissory Notes and the Company. (f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and all applicable state Law where the Company is offering and/or selling Promissory Notes. (h) 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, including the Articles and the terms and conditions of the Promissory NotesNote, 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 Promissory NotesNote. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Articles and Promissory NoteNote and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesNote.
(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 Promissory NotesNote. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes 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 Promissory NotesNote. SUBSCRIPTION AGREEMENT CF PFG FUND II, 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 Promissory Notes Note and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesNote, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesNote. 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 Promissory Notes 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 Promissory Notes have offering and sale of the Note has not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”), or under any State Securities Laws (the "Law"), and state securities laws. The Purchaser understands that the offering and sale of Promissory Notes has been qualified in accordance with the Note is intended to be 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 for its own account for investment purposes only and not with a view to or intent of resale or distribution thereof in violation of any applicable securities laws, in whole or in 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 all applicable state Law where complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company is offering 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 selling Promissory NotesQualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them.
(hi) The amount the Note being purchased by the Purchaser does not exceed 10% of the greater of Purchaser’s annual income or net worth (for natural persons), or 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 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, including the Articles and the terms and conditions of the Promissory NotesNote, 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 Promissory NotesNote. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Articles and Promissory NoteNote and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesNote.
(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 Promissory NotesNote. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCNote.
(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 Promissory Notes Note and the Company.. SUBSCRIPTION AGREEMENT PFG FUND V LLC
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesNote, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesNote. 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 Promissory Notes 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 Promissory Notes 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 Promissory Notes 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 been qualified furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in accordance with the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation A D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and all applicable state Law where complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company is offering 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 selling Promissory NotesQualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them.
(hi) 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 hereby represents, warrants, and agrees as follows:
(a) I have Purchaser has received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Promissory NotesOperating 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 Promissory NotesMembership 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 Offering Circular Certificate and Promissory NoteOperating Agreement and understands how Concreit functions as a corporate entity. By purchasing the Promissory Notes Membership Interests and executing this Subscription Agreement, I Purchaser hereby agree agrees to the terms and provisions of the Promissory NotesCertificate 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 Promissory NotesMembership Interests. I have Purchaser has been given the opportunity to discuss any questions and concerns with the CompanyConcreit.
(d) I am Purchaser is purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCMembership 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 Promissory Notes Membership Interests and the Companybecoming a Member of Concreit.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 Purchaser has been advised that the Promissory Notes 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 Membership Interests is to be effected and the Membership Interests will be issued by Concreit in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes has been qualified in accordance with Regulation A promulgated section 4(a)(2) of the Act or of the Law, under the Act, respective rules and all applicable state Law where regulations of the Company is offering and/or selling Promissory NotesSecurities and Exchange Commission.
(hg) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. 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, including the Certificate and the terms and conditions of the Promissory NotesOperating 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 Promissory NotesMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Certificate and Promissory NoteOperating Agreement and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesOperating 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 Promissory NotesMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCMembership 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 Promissory Notes Membership Interests and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesOperating 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 Promissory Notes 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 Promissory Notes 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 Membership Interests is to be effected and the Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes 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 been qualified furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in accordance with the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation A D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and all applicable state Law where complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company is offering 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 selling Promissory NotesQualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them.
(hi) The amount 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 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.
(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 Certificate and the terms and conditions of the Promissory NotesOperating 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 Promissory NotesMembership 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 Offering Circular Certificate and Promissory NoteOperating Agreement and understands how Forte functions as a corporate entity. By purchasing the Promissory Notes Membership Interests and executing this Subscription Agreement, I Purchaser hereby agree agrees to the terms and provisions of the Promissory NotesCertificate 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 Promissory NotesMembership Interests. I have Purchaser has been given the opportunity to discuss any questions and concerns with the CompanyF▇▇▇▇.
(d) I am Purchaser is purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCMembership 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 Promissory Notes Membership Interests and the Companybecoming a Member of Forte.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 Purchaser has been advised that the Promissory Notes 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 Membership Interests is to be effected and the Membership Interests will be issued by Forte in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes has been qualified in accordance with Regulation A promulgated section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. Purchaser understands that the offering and sale of the Membership Interests is intended to be exempt from registration under the Securities Act, under Tier 2 of Regulation A, based, in part, upon the representations, warranties and all applicable state Law where agreements of the Company is offering and/or selling Promissory NotesPurchaser contained in this Subscription Agreement.
(hg) Purchaser has previously furnished Forte a completed Investor Questionnaire through the Forte Platform. 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 Memorandum and its Exhibits, including the terms and conditions of the Promissory NotesOperating 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 Promissory NotesShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon.
(b) I have read and understand the Offering Circular Operating Agreement and Promissory Noteunderstand how an LLC functions as a corporate entity. By purchasing the Promissory Notes Shares and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesOperating 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 Promissory NotesShares. I have been given the opportunity to discuss any questions and concerns with the CompanyLLC.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCShares.
(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 Promissory Notes and the CompanyLLC.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesShares, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesMemorandum. 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 Promissory Notes 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 Promissory Notes 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 Shares is to be effected and the Shares will be issued by the LLC in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes has been qualified in accordance with Regulation A promulgated section 4(2) of the Act or of the Law, under the Act, respective rules and all applicable state Law where regulations of the Company is offering and/or selling Promissory NotesSecurities and Exchange Commission.
(h) I have either previously furnished the LLC a completed and signed Investor Questionnaire or I have completed and signed the attached Investor Questionnaire. 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 terms and conditions of the Promissory NotesOperating 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 Promissory NotesShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon.
(b) I have read and understand the Offering Circular Operating Agreement and Promissory Noteunderstand how an LLC functions as a corporate entity. By purchasing the Promissory Notes Shares and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesOperating 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 Promissory NotesShares. I have been given the opportunity to discuss any questions and concerns with the CompanyLLC.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCShares.
(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 Promissory Notes and the CompanyLLC.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesShares, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesMemorandum. 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 Promissory Notes 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 Promissory Notes 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 Shares is to be effected and the Shares will be issued by the LLC in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes has been qualified in accordance with Regulation A promulgated section 4(2) of the Act or of the Law, under the Act, respective rules and all applicable state Law where regulations of the Company is offering and/or selling Promissory NotesSecurities and Exchange Commission.
(h) 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, 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 NotesOperating 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 Promissory NotesMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Articles and Promissory NoteOperating Agreement and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesOperating 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 Promissory NotesMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes 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 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 Promissory Notes Membership Interests and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesOperating 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 Promissory Notes 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 Promissory Notes 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 Membership Interests is to be effected and the Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes 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 been qualified furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in accordance with the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation A D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and all applicable state Law where complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company is offering 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 selling Promissory NotesQualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them.
(hi) The amount 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 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.
(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 and its Exhibits, including the terms and conditions of the Promissory Notes, 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 Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes.
(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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing 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 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 Promissory Notes and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and all applicable state Law where the Company is offering and/or selling Promissory Notes.
(h) 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, ----------------------------------------------- represents and agrees warrants to the Company as follows:
(a) I The Preferred Shares and the Underlying Common Shares (collectively, the "Securities") will be acquired for the Purchaser's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof.
b) The Purchaser understands that the Securities have received not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and read the Offering Circular and its Exhibits, including the terms and conditions prospectus delivery requirements of the Promissory NotesSecurities Act pursuant to Section 4(2) thereof, 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 Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes.
(c) I understand that the Company has limited financial no present intention of registering the Securities, that the Securities must be held by the Purchaser indefinitely, and operating historythat the Purchaser must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. I The Purchaser further understands that the Securities have not been qualified under the California Law by reason of their issuance in a transaction exempt from the qualification requirements of California Law, which exemptions depend upon, among other things, the bona fide nature of the Purchaser's investment intent expressed above.
c) During the negotiation of the transactions contemplated herein, the Purchaser and its representatives have been furnished with such afforded full and free access to corporate books, 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 Promissory Notes. 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.
d) 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 Promissory Notes for my own account (or for a trust if I am a trustee). Notwithstanding the foregoing, for investment purposes such due diligence investigation shall not limit the representations and not with a view or intention to resell or distribute warranties made by the sameCompany in Section 3 hereof. 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC
(e) I or my investment advisors have The Purchaser has such knowledge and experience in financial and business matters that will enable me to utilize it is capable of evaluating the information made available to evaluate the merits and risks of the prospective investment purchase of the Securities pursuant to the terms of this Agreement 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 protecting its interests in the Promissory Notes and the Companyconnection therewith.
(fe) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. I have carefully evaluated my financial resources and investment position and acknowledge that I am The Purchaser is able to bear the economic risks risk of the purchase of Securities pursuant to the terms of this investment. I further acknowledge that my financial condition is such that I am not Agreement.
f) The Purchaser has the full right, power and authority to enter into and perform the Purchaser's obligations under any present necessity or constraint to dispose this Agreement, and this Agreement constitutes a valid and binding obligation of the 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 Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified Purchaser enforceable in accordance with Regulation A promulgated under the Actits terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and all applicable state Law where the Company is offering and/or selling Promissory Notesrules or laws concerning equitable remedies.
(hg) All information which I have furnished No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Purchaser is required in connection with the valid execution and delivery of this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and completeby Purchaser.
Appears in 2 contracts
Sources: Development and Marketing Agreement (Enact Health Management Systems Inc), Development and Marketing Agreement (Enact Health Management Systems)
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 terms and conditions of the Promissory NotesFund 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 Promissory NotesUnits. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Fund Agreement and Promissory Noteunderstand how a Fund functions as a corporate entity. By purchasing the Promissory Notes Units and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesFund 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 Promissory NotesUnits. I have been given the opportunity to discuss any questions and concerns with the CompanyFund.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCUnits.
(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 Promissory Notes and the CompanyFund.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesUnits, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesCircular. 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 Promissory Notes 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 Promissory Notes Units have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and all applicable state Law where the Company is offering and/or selling Promissory Notes.
(h) I have either previously furnished the Fund a completed and signed Investor Questionnaire or I have completed and signed the attached Investor Questionnaire. 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
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 NotesOperating 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 Promissory NotesMembership 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 Offering Circular Articles and Promissory NoteOperating Agreement and understands how the Fund functions as a corporate entity. By purchasing the Promissory Notes Membership Interests and executing this Subscription Agreement, I Purchaser hereby agree agrees to the terms and provisions of the Promissory NotesArticles 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 Promissory NotesMembership Interests. I have Purchaser has been given the opportunity to discuss any questions and concerns with the CompanyFund.
(d) I am Purchaser is purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCMembership 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 Promissory Notes Membership Interests and becoming a Member of the CompanyFund.
(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 Promissory NotesMembership Interests, including (without limitation) those set forth in the Offering Circular Memorandum and the terms and conditions of the Promissory NotesMembership 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 Promissory Notes 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 Promissory Notes 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 Membership Interests is to be effected and the Membership Interests will be issued by the Fund in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes has been qualified in accordance with Regulation A promulgated section 4(2) of the Act or of the Law, under the Act, respective rules and all applicable state Law where regulations of the Company is offering and/or selling Promissory NotesSecurities and Exchange Commission.
(hi) Purchaser has previously furnished the Fund a completed and signed Investor Questionnaire. 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) I have received and read the Offering Circular Memorandum and its Exhibits, including the Articles and Operating Agreement, and the terms and conditions of the Promissory Notes, 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 Promissory Notes. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon.
(b) I have read and understand the Offering Circular Articles and Promissory NoteOperating Agreement and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes.
(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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing 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 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 Promissory Notes and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular Memorandum and the terms and conditions of the Promissory Notes. 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 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 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 Promissory Notes is to be effected and the offering of Promissory Notes has been qualified will be issued by the Company in accordance connection with Regulation A promulgated 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 Actrespective rules and regulations of the Securities and Exchange Commission. SUBSCRIPTION AGREEMENT CF FUND II, and all applicable state Law where the Company is offering and/or selling Promissory Notes.LLC
(h) 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
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, including the terms and conditions of the Promissory Notes, 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 Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes.
(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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND IIPurchaser, LLC
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 Promissory Notes Preferred Shares and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 Promissory Notes 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 Promissory Notes 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, 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 of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear legends, prominently stamped or printed thereon, reading substantially as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and all applicable state Law where the Company is offering and/or selling Promissory Notes.
(h) 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, including the terms and conditions of the Promissory Notes, 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 Promissory 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 terms of the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes.
(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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing 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 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 Promissory Notes and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and will be registered or qualified with all applicable state State Securities Law (the “Law”) where the Company is offering and/or selling Promissory Notes.
(h) 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
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 NotesNote, 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 Promissory NotesNote. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Articles and Promissory NoteNote and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesNote.
(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 Promissory NotesNote. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCNote.
(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 Promissory Notes Note and the Company.. SUBSCRIPTION AGREEMENT PFG FUND V LLC
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesNote, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesNote. 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 Promissory Notes 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 Promissory Notes 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 Promissory Notes 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 been qualified furnished herein, including (without limitation) the information furnished by Purchaser to the Company regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in accordance with Rule 501 under Regulation A D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and all applicable state Law where complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company is offering 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 selling Promissory NotesQualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them.
(hi) 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
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 NotesNote, 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 Promissory NotesNote. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Articles and Promissory NoteNote and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesNote.
(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 Promissory NotesNote. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCNote.
(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 Promissory Notes Note and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesNote, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesNote. 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 Promissory Notes 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 Promissory Notes 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 Promissory Notes section 4(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 been qualified furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in accordance with the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation A D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and all applicable state Law where complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company is offering 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 selling Promissory NotesQualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them.
(hi) The amount the Note being purchased by the Purchaser does not exceed 10% of the greater of Purchaser’s annual income or net worth (for natural persons), or 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 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.
(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
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 terms and conditions of the Promissory NotesOperating 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 Promissory NotesShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon.
(b) I have read and understand the Offering Circular Operating Agreement and Promissory Noteunderstand how an Fund functions as a corporate entity. By purchasing the Promissory Notes Shares and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesOperating 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 Promissory NotesShares. I have been given the opportunity to discuss any questions and concerns with the CompanyFund.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCShares.
(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 Promissory Notes and the CompanyFund.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesShares, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesMemorandum. 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 Promissory Notes 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 Promissory Notes 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 Shares is to be effected and the Shares will be issued by the Fund in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes has been qualified in accordance with Regulation A promulgated section 4(2) of the Act or of the Law, under the Act, respective rules and all applicable state Law where regulations of the Company is offering and/or selling Promissory NotesSecurities and Exchange Commission.
(h) I have either previously furnished the Fund a completed and signed Investor Questionnaire or I have completed and signed the attached Investor Questionnaire. 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 Each Purchaser represents, warrants, represents and agrees warrants to the Company severally and not jointly as follows:
(a) I have received The Note and read Warrant to be issued to such Purchaser at the Offering Circular and Closing will be acquired by such Purchaser for its Exhibits, including the terms and conditions of the Promissory Notes, 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 Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes.
(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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes for my own account (or for a trust if I am a trustee)account, for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreementto, or arrangement to divide my participation with others for resale in connection with, any distribution or to resell, assign, transfer, or otherwise dispose public offering thereof within the meaning of all or part of the 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 Promissory Notes and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws.
(b) Such Purchaser understands that (i) the Notes and Warrants to be issued to it at such Closing have not been, and upon their issuance will not be, registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof and have not been, and upon their issuance will not be, qualified under any State Securities Laws (state securities laws on the "Law")grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration thereunder, and (ii) the offering Company's reliance on such exemptions is predicated on such Purchaser's representations set forth herein. Such Purchaser understands that the resale of Promissory its Notes and Warrants may be restricted indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and registered under any state securities law or is exempt from such registration.
(c) Such Purchaser is an "Accredited Investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Such Purchaser is able to bear the economic risk of the purchase of its Notes and Warrant pursuant to the terms of this Agreement, including a complete loss of the Purchaser's investment therein.
(d) Such Purchaser has been qualified the full right, power and authority to enter into and perform such Purchaser's obligations under this Agreement and each Related Agreement to which it is or becomes a party, and this Agreement and each Related Agreement to which it is or becomes a party constitute valid and binding obligations of such Purchaser enforceable in accordance with Regulation A promulgated under the Act, and all applicable state Law where the Company is offering and/or selling Promissory Notestheir terms.
(he) All information No consent, approval or authorization of or designation, declaration or filing with any Governmental Body on the part of such Purchaser is required in connection with the valid execution and delivery of this Agreement or any Related Agreement to 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 completeit or becomes a party.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Beacon Power Corp)
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 terms and conditions of the Promissory Notes, 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 Promissory 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 terms of the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes.
(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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing 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 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 Promissory Notes and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and will be registered or qualified with all applicable state State Securities Law (the “Law”) where the Company is offering and/or selling Promissory Notes.
(h) 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
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 Notes, 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 Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Articles and Promissory NoteOperating Agreement and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes.
(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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing 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 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 Promissory Notes and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 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 Promissory Notes is to be effected and the offering of Promissory Notes has been qualified will be issued by the Company in accordance connection with Regulation A promulgated a transaction that does not involve any public offering as defined in the Act or of the Law, and under the Act, respective rules and all applicable state Law where regulations of the Company is offering and/or selling Promissory NotesSecurities and Exchange Commission.
(h) 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
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 NotesOperating 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 Promissory NotesMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Articles and Promissory NoteOperating Agreement and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesOperating 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 Promissory NotesMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes 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 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 Promissory Notes Membership Interests and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesOperating 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 Promissory Notes 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 Promissory Notes 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 Membership Interests is to be effected and the Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes 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 been qualified furnished herein, including (without limitation) the information furnished by Purchaser to the Company regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in accordance with Rule 501 under Regulation A D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and all applicable state Law where complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company is offering 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 selling Promissory NotesQualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them.
(hi) The amount 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 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.
(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 and its Exhibits, including the Certificate and the terms and conditions of the Promissory NotesOperating 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 Promissory NotesMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Certificate and Promissory NoteOperating Agreement and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesOperating 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 Promissory NotesMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCMembership 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 Promissory Notes Membership Interests and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesOperating 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 Promissory Notes 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 Promissory Notes 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 Membership Interests is to be effected and the Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes 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 been qualified furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in accordance with the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation A D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and all applicable state Law where complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company is offering 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 selling Promissory NotesQualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them.
(hi) The amount 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 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.
(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, including the terms and conditions of the Promissory Notes, 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 Promissory Notes. 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 Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreementfree access to corporate books, I hereby agree to the terms and provisions of the Promissory Notes.
(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 Promissory Notes. 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.
(dc) I am purchasing Promissory Notes for my own account (or for The Purchaser has the full right, power and authority to enter into and perform the Purchaser’s obligations under this Agreement, and this Agreement constitutes a trust if I am a trustee), for investment purposes valid 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 binding obligation of the 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 Promissory Notes and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified Purchaser enforceable in accordance with Regulation A promulgated under the Actits 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 all applicable state Law where the Company is offering and/or selling Promissory Notesrules or laws concerning equitable remedies.
(h) 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: 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, including the Articles and Operating Agreement, and the terms and conditions of the Promissory Notes, 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 Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Articles and Promissory NoteOperating Agreement and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes.
(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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing 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 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 Promissory Notes and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 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 Promissory Notes is to be effected and the offering of Promissory Notes has been qualified will be issued by the Company in accordance connection with Regulation A promulgated 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 Act, respective rules and all applicable state Law where regulations of the Company is offering and/or selling Promissory NotesSecurities and Exchange Commission.
(h) 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
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 terms and conditions of the Promissory Notes, 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 Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular and Promissory Note, and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes.
(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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing 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 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 Promissory Notes and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and all applicable state Law where the Company is offering and/or selling Promissory Notes.
(h) 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
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 NotesOperating 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 Promissory NotesMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Articles and Promissory NoteOperating Agreement and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesOperating 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 Promissory NotesMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes 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 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 Promissory Notes Membership Interests and the Company.. SUBSCRIPTION AGREEMENT LK SECURED LENDING REG A FUND, LLC
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesOperating 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 Promissory Notes 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 Promissory Notes 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 Membership Interests is to be effected and the Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes 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 been qualified furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in accordance with the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation A D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and all applicable state Law where complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company is offering 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 selling Promissory NotesQualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them.
(hi) The amount 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 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.
(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, represents and warrants, and agrees to the Company as follows:
(a) I have received The Purchaser is acquiring the Notes and read Warrants for the Offering Circular Purchaser’s own account for investment and its Exhibits, including the terms and conditions not with a view to resale or distribution of all or any part of the Promissory Notes, Notes or Warrants except in accordance with 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 as provided for in Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied uponthis Agreement.
(b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree Immediately prior to the terms and provisions of the Promissory Notes.purchase:
(ci) I understand that the Company Purchaser 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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing 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 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 Purchaser is capable of evaluating the risks and merits of investment in the Notes; and
(ii) the Purchaser is able to bear the economic risk 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 Promissory Notes and the Companyinvestment.
(fc) I have carefully reviewed The Purchaser has been informed as to, and understand is familiar with, the risks business activities of investing the Company. The Purchaser acknowledges that he or she or it has made the decision to invest in the Promissory NotesNote and Warrant on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at ▇▇▇.▇▇▇.▇▇▇ (the “Public Information”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note and Warrant that the Company can provide without unreasonable effort or expense.
(d) The Purchaser has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Company, including (without limitation) those set forth in its officers, concerning the Offering Circular Company and its business, and the terms and conditions of the Promissory Notes. I have carefully evaluated my financial resources Offering, and investment position to obtain such additional information as the Purchaser deems necessary to verify the accuracy 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 adequacy of the Promissory Notes to satisfy any existent or contemplated debt or undertakinginformation the Purchaser has obtained. 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 The Purchaser fully understands that the Promissory Notes have this Offering has not been registered under the Securities Act of 1933, as amended (the "“Securities Act")”) in reliance upon exemptions therefrom, and, accordingly, to the extent that the Purchaser is not supplied with information which would have been contained in a registration statement filed under the Securities Act and the Purchaser must rely on the Purchaser’s own access to such information.
(e) The Purchaser affirms that the Purchaser is an “accredited investor” as that term is defined and construed pursuant to Rule 501 under the Securities Act because the Purchaser is one or more of the following (check all that apply): ______ A natural person whose individual net worth, or under any State Securities Laws joint net worth with that person’s spouse, at the time of this purchase exceeds $1,000,000 (excluding the "Law"value of the Purchaser’s principal residence);
______ A natural person who had an individual income in excess of $200,000 in each of the two most recent years (or a joint income with spouse in excess of $300,000 in each of those years) and who reasonably expects to reach the same income level in the current year;
______ A trust with total assets in excess of $5,000,000, not formed for the specific purpose of purchasing the Notes, and the offering of Promissory Notes has been qualified whose purchase is directed by a sophisticated person (as described in accordance with Regulation A applicable regulations promulgated under the Act); ______ A bank or savings and loan association; ______ A broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended; ______ An insurance company; ______ An investment company registered under the Investment Company Act of 1940 or a business development company (as defined by said Act), or Small Business Investment Company licensed by the Small Business Administration; ______ An employee benefit plan within the meaning of Title I of ERISA and (A) the investment decision has been made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (B) the plan has total assets in excess of $5,000,000, or (C) the Plan is a self directed plan and its investment decisions are made solely by persons who are accredited investors;
______ A corporation, Massachusetts or similar business trust, partnership, or organization described in 501(c)(3) of the Internal Revenue Code of 1986, as amended, and not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
______ A director or executive officer of the Company; ___ü___ An entity all applicable state Law where of the investors in which are “accredited investors.”
(f) The Purchaser affirms that all information that the Purchaser has provided to the Company is offering and/or selling Promissory Notes.
(h) All information which I have furnished in this Subscription Agreement either directly or indirectly, concerning myselfthe Purchaser, my the Purchaser’s financial position, position and my the Purchaser’s knowledge of financial and business matters is correctaccurate and complete as of the date of this Agreement.
(g) The Purchaser fully understands and agrees that the Purchaser must bear the economic risk of the Purchaser’s investment in the Note and Warrant for an indefinite period of time because, currentamong other reasons, the Note and Warrant have not been registered under the Securities Act, and, therefore, they cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act or, in the opinion of counsel acceptable to the Company, an exemption from such registration is available.
(h) The Purchaser understands that no federal or state agency has passed upon the offering of the Notes or made any finding or determination as to the fairness of the offering the Notes.
(i) The Purchaser recognizes that this investment involves a high degree of risk, and completethe Purchaser has carefully considered whether an investment in the Note and Warrant is appropriate for the Purchaser. The Purchaser understands that the Note and Warrant are a suitable investment only for persons who have substantial financial resources and will have no need for liquidity in their investment.
(j) If the subscription is being made by a person acting in a representative or fiduciary capacity, such person has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, ▇▇▇▇, partnership, trust, estate, corporation, or other entity, has full right and power to perform pursuant to this Agreement. The undersigned, will, upon request of the Company, furnish the Company a true and correct copy of (1) if the Purchaser is a trust, the trust agreement under which it is organized, (2) if the Purchaser is a Partnership, the partnership agreement under which it is organized, and (3) if the Purchaser is a corporation, the Articles of Incorporation and By-laws and a copy (certified by the secretary or other authorized officer) of appropriate corporate resolutions authorizing the specific investment. If the subscription is being made by a person acting in a representative capacity, the representations and warranties contained in this Agreement, including specifically and without limitation those provided for in paragraph 3(e), shall be deemed to have been made on behalf of the person or persons for whom the undersigned is so purchasing.
(k) All representations and warranties set forth above or in any other written statement or document delivered by the Purchaser in connection with the subscription shall be true and correct in all respects on and as of the date of this Agreement and as of the date of acceptance, and they shall survive acceptance and the closing and delivery of the Notes.
Appears in 1 contract
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 Certificate and the terms and conditions of the Promissory NotesOperating 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 Promissory NotesMembership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Certificate and Promissory NoteOperating Agreement and understand how the Company functions as a corporate entity. By purchasing the Promissory Notes Membership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesOperating 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 Promissory NotesMembership Interests. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCMembership 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 Promissory Notes Membership Interests and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesMembership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesOperating 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 Promissory Notes 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 Promissory Notes 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 Membership Interests is to be effected and the Membership Interests will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes 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 been qualified furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in accordance with the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation A D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and all applicable state Law where complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company is offering 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 selling Promissory NotesQualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them.
(hi) The amount 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 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.
(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, represents and warrants, and agrees to the Company as follows:
(a) I have received The Purchaser is acquiring the Notes and read Warrants for the Offering Circular Purchaser’s own account for investment and its Exhibits, including the terms and conditions not with a view to resale or distribution of all or any part of the Promissory Notes, Notes or Warrants except in accordance with 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 as provided for in Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied uponthis Agreement.
(b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree Immediately prior to the terms and provisions of the Promissory Notes.purchase:
(ci) I understand that the Company Purchaser 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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing 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 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 Purchaser is capable of evaluating the risks and merits of investment in the Notes; and
(ii) the Purchaser is able to bear the economic risk 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 Promissory Notes and the Companyinvestment.
(fc) I have carefully reviewed The Purchaser has been informed as to, and understand is familiar with, the risks business activities of investing the Company. The Purchaser acknowledges that he or she or it has made the decision to invest in the Promissory NotesNote and Warrant on the basis of publicly available information about the Company in the Company’s filings with the Securities and Exchange Commission (“SEC”), copies of which may be accessed on the website of the SEC at ▇▇▇.▇▇▇.▇▇▇ (the “Public Information”). The Purchaser acknowledges having been given the opportunity to review all documents material to an investment in the Note and Warrant that the Company can provide without unreasonable effort or expense.
(d) The Purchaser has had an opportunity to ask questions of, and receive answers from, appropriate representatives of the Company, including (without limitation) those set forth in its officers, concerning the Offering Circular Company and its business, and the terms and conditions of the Promissory Notes. I have carefully evaluated my financial resources Offering, and investment position to obtain such additional information as the Purchaser deems necessary to verify the accuracy 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 adequacy of the Promissory Notes to satisfy any existent or contemplated debt or undertakinginformation the Purchaser has obtained. 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 The Purchaser fully understands that the Promissory Notes have this Offering has not been registered under the Securities Act of 1933, as amended (the "“Securities Act")”) in reliance upon exemptions therefrom, and, accordingly, to the extent that the Purchaser is not supplied with information which would have been contained in a registration statement filed under the Securities Act and the Purchaser must rely on the Purchaser’s own access to such information.
(e) The Purchaser affirms that the Purchaser is an “accredited investor” as that term is defined and construed pursuant to Rule 501 under the Securities Act because the Purchaser is one or more of the following (check all that apply): _____ A natural person whose individual net worth, or under any State Securities Laws joint net worth with that person’s spouse, at the time of this purchase exceeds $1,000,000 (excluding the "Law"value of the Purchaser’s principal residence); _____ A natural person who had an individual income in excess of $200,000 in each of the two most recent years (or a joint income with spouse in excess of $300,000 in each of those years) and who reasonably expects to reach the same income level in the current year; _____ A trust with total assets in excess of $5,000,000, not formed for the specific purpose of purchasing the Notes, and the offering of Promissory Notes has been qualified whose purchase is directed by a sophisticated person (as described in accordance with Regulation A applicable regulations promulgated under the Act); _____ A bank or savings and loan association; _____ A broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended; _____ An insurance company; _____ An investment company registered under the Investment Company Act of 1940 or a business development company (as defined by said Act), or Small Business Investment Company licensed by the Small Business Administration; _____ An employee benefit plan within the meaning of Title I of ERISA and (A) the investment decision has been made by a plan fiduciary which is either a bank, savings and loan association, insurance company or registered investment advisor, or (B) the plan has total assets in excess of $5,000,000, or (C) the Plan is a self directed plan and its investment decisions are made solely by persons who are accredited investors; _____ A corporation, Massachusetts or similar business trust, partnership, or organization described in 501(c)(3) of the Internal Revenue Code of 1986, as amended, and not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; _____ A director or executive officer of the Company; _____ An entity all applicable state Law where of the investors in which are “accredited investors.”
(f) The Purchaser affirms that all information that the Purchaser has provided to the Company is offering and/or selling Promissory Notes.
(h) All information which I have furnished in this Subscription Agreement either directly or indirectly, concerning myselfthe Purchaser, my the Purchaser’s financial position, position and my the Purchaser’s knowledge of financial and business matters is correctaccurate and complete as of the date of this Agreement.
(g) The Purchaser fully understands and agrees that the Purchaser must bear the economic risk of the Purchaser’s investment in the Note and Warrant for an indefinite period of time because, currentamong other reasons, the Note and Warrant have not been registered under the Securities Act, and, therefore, they cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act or, in the opinion of counsel acceptable to the Company, an exemption from such registration is available.
(h) The Purchaser understands that no federal or state agency has passed upon the offering of the Notes or made any finding or determination as to the fairness of the offering the Notes.
(i) The Purchaser recognizes that this investment involves a high degree of risk, and completethe Purchaser has carefully considered whether an investment in the Note and Warrant is appropriate for the Purchaser. The Purchaser understands that the Note and Warrant are a suitable investment only for persons who have substantial financial resources and will have no need for liquidity in their investment.
(j) If the subscription is being made by a person acting in a representative or fiduciary capacity, such person has full power and authority to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, ▇▇▇▇, partnership, trust, estate, corporation, or other entity, has full right and power to perform pursuant to this Agreement. The undersigned, will, upon request of the Company, furnish the Company a true and correct copy of (1) if the Purchaser is a trust, the trust agreement under which it is organized, (2) if the Purchaser is a Partnership, the partnership agreement under which it is organized, and (3) if the Purchaser is a corporation, the Articles of Incorporation and By-laws and a copy (certified by the secretary or other authorized officer) of appropriate corporate resolutions authorizing the specific investment. If the subscription is being made by a person acting in a representative capacity, the representations and warranties contained in this Agreement, including specifically and without limitation those provided for in paragraph 3(e), shall be deemed to have been made on behalf of the person or persons for whom the undersigned is so purchasing.
(k) The Company has not provided to the Purchaser any projections of operating results, revenues, or profits for use in connection with or reliance upon related to the purchase of the Note and Warrant. If the Purchaser has seen any such projections, the Purchaser understands and agrees that the Purchaser will not rely upon them for purposes of investing in the Note and Warrant because, among other reasons, the timing, sources and amount of funding to be received by the Company is currently uncertain and so that any projections based upon the receipt of such funding will be inherently unreliable.
(l) Purchaser will keep confidential and not disclose any non-public information received in connection with the Note and Warrant from the Company or any of its affiliates or principals, except that Purchaser may disclose such information (i) with the written consent of Company, (ii) to Purchaser's affiliates and legal counsel for Purchaser and its affiliates, (iii) to auditors, accounting firms or accountants of Purchaser and its affiliates as may be required in connection with any audit or other review of the books and records of any such entity, and (iv) to any parties as may be required by law, government regulation or order (including without limitation, any regulation or order of an insurance regulatory agency or body), by subpoena or by any other legal, administrative or legislative process. Purchaser also acknowledges and agrees that Purchaser is prohibited from any buying or selling of the Company’s public securities on the basis of this material non-public information until after the information either becomes publicly available by the Company (such as in a Current Report on Form 8-K or in the Company’s 10-Q) or ceases to be material, and in no event for at least thirty (30) days from the date hereof.
(m) All representations and warranties set forth above or in any other written statement or document delivered by the Purchaser in connection with the subscription shall be true and correct in all respects on and as of the date of this Agreement and as of the date of acceptance, and they shall survive acceptance and the closing and delivery of the Notes.
Appears in 1 contract
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 terms and conditions of the Promissory Notes, 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 Promissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular and Promissory Note. By purchasing the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Notes.
(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 Promissory Notes. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) I am purchasing 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 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 Promissory Notes and the Company.
(f) I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Notes. 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 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 Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any State Securities Laws (the "Law"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and will be registered or qualified with all applicable state State Securities Law where the Company is offering and/or selling Promissory Notes.
(h) 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
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, including the Articles and the terms and conditions of the Promissory NotesBylaws, 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 Promissory NotesShares. 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 Offering Circular Articles and Promissory Note. By purchasing Bylaws and understands how the Promissory Notes and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesCompany functions as a corporate entity.
(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 Promissory NotesShares. 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 Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCShares.
(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 Promissory Notes Shares and the Company.
(f) I have 2.6 Subscriber has carefully reviewed and understand understands the risks of investing in the Promissory NotesShares, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesArticles 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 Promissory Notes 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 Promissory Notes 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 "LawState Laws"), on the ground, among others, that no distribution or public offering of the Shares is to be effected and the Shares will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes Section 4(2) of the Act or of the State Laws, under the respective rules and regulations of the Securities and Exchange Commission.
2.8 The information that the Subscriber has been furnished herein regarding Subscriber’s qualification as an a “qualified subscriber” as that term is described in 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 Subscriber hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Subscriber’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Subscriber’s status as a ”qualified subscriber.” The representations and warranties made by Subscriber may be fully relied upon by the Company and by any investigating party relying on them.
2.9 The amount of Shares being purchased by the Subscriber who has either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.
2.10 The Subscriber, if an entity, is, and shall at all times while it holds 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 Subscriber, 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 Subscriber is as shown on the signature page of this Agreement.
2.11 The 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 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 Subscriber enforceable against the Subscriber in accordance with Regulation A promulgated under the Act, and all applicable state Law where the Company is offering and/or selling Promissory Notesits terms.
(h) 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
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 terms and conditions of the Promissory NotesBylaws, 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 Promissory Notesthe 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 Offering Circular Bylaws and Promissory Noteunderstand how the Company functions as a corporate entity. By purchasing the Promissory Notes Bonds and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesBylaws.
(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 Promissory NotesBonds. I have been given the opportunity to discuss any questions and concerns with the Company.
(d) e. I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCBonds.
(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 Promissory Notes and the Company.
(f) g. I have carefully reviewed and understand the risks of investing in the Promissory NotesBonds, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesMemorandum. 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 Promissory Notes 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 Promissory Notes 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 Bonds is to be effected and the Bonds will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes has been qualified in accordance with Regulation A promulgated section 4(2) of the Act or of the Law, under the Act, respective rules and all applicable state Law where regulations of the Securities and Exchange Commission.
i. I have either previously furnished the Company is offering and/or selling Promissory Notes.
(h) a completed and signed Investor Questionnaire or I have completed and signed the attached Investor Questionnaire. 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.
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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 Certificate and the terms and conditions of the Promissory NotesLimited 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 Promissory NotesLimited Partnership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon.
(b) I have read and understand the Offering Circular Certificate and Promissory NoteLimited Partnership Agreement and understand how the Fund functions as a corporate entity. By purchasing the Promissory Notes Limited Partnership Interests and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesLimited 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 Promissory NotesLimited 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 Promissory Notes 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 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 Promissory Notes Limited Partnership Interests and the CompanyFund.
(f) I have carefully reviewed and understand the risks of investing in the Promissory NotesLimited Partnership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesLimited 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 Promissory Notes 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 Promissory Notes 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 Limited Partnership Interests is to be effected and the Limited Partnership Interests will be issued by the Fund in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes 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 been qualified furnished herein, including (without limitation) the information furnished by Purchaser to the Fund regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in accordance with Rule 501 under Regulation A D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and all applicable state Law where complete as of the Company is offering date of this Agreement and will be correct and complete on the date, if any, that the Fund accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Fund of any change in any statement made herein prior to the Purchaser’s receipt of the Fund’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or selling Promissory NotesQualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Fund and by any investigating party relying on them.
(hi) The amount 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 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 Fund, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.
(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.
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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 terms and conditions of the Promissory NotesLimited 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 Promissory NotesShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon.
(b) I have read and understand the Offering Circular Limited Partnership Agreement and Promissory Noteunderstand how a Fund functions as a corporate entity. By purchasing the Promissory Notes Shares and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory NotesLimited 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 Promissory NotesShares. I have been given the opportunity to discuss any questions and concerns with the CompanyFund.
(d) I am purchasing Promissory Notes 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 Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLCShares.
(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 Promissory Notes and the Company.
(f) Fund. I have carefully reviewed and understand the risks of investing in the Promissory NotesShares, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory NotesMemorandum. 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 Promissory Notes 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 Promissory Notes 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"”), among others, that no distribution or public offering of the Shares is to be effected and the Shares will be issued by the Fund in connection with a transaction that does not involve any public offering within the meaning of Promissory Notes has been qualified in accordance with Regulation A promulgated section 4(2) of the Act or of the Law, under the Act, respective rules and all applicable state Law where regulations of the Company is offering and/or selling Promissory NotesSecurities and Exchange Commission.
(hg) I have either previously furnished the Fund a completed and signed Investor Questionnaire or I have completed and signed the attached Investor Questionnaire. 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.
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Sources: Subscription Agreement