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

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of Concreit. Purchaser has relied solely upon the Offering Circular and independent investigations made by Purchaser or Purchaser’s representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has read and understands the Certificate and Operating Agreement and understands how Concreit functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser hereby agrees to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands that Concreit has limited or no financial and operating history. Purchaser has been furnished with such financial and other information concerning Concreit, its management, and its business, as Purchaser considers necessary in connection with the investment in Membership Interests. Purchaser has been given the opportunity to discuss any questions and concerns with Concreit. (d) Purchaser is purchasing Membership Interests for Purchaser’s own account (or for a trust if Purchaser is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser or Purchaser’s investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has been advised to consult Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing in the Membership Interests and becoming a Member of Concreit. (f) Purchaser has been advised that the 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 section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (g) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itself, financial position, and 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 hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate Articles and the terms and conditions of the Operating AgreementPromissory Note, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsNote. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Articles and Operating Agreement Promissory Note and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests Note and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Note. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsNote. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Note for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsNote. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Note and becoming a Member of Concreit.the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Membership Interests 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 Membership Interests Note is to be effected and the Membership Interests Note will be issued by Concreit the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) The information that the Purchaser has previously furnished Concreit 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 completed Investor Questionnaire through “Qualified Purchaser” defined Section 3 below, is correct and complete as of the Concreit Platform date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or Concreit Appnet 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 Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 (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) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate and Operating Agreement and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership Interests. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests and becoming a Member of Concreitthe Company. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Membership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Operating 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 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 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 the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) The information that the Purchaser has previously furnished Concreit 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 completed Investor Questionnaire through “Qualified Purchaser” defined Section 3 below, is correct and complete as of the Concreit Platform date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or Concreit Appnet 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 Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 (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) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating AgreementPromissory Notes, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsPromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Offering Circular and Operating Agreement and understands how Concreit functions as a corporate entityPromissory Note. By purchasing the Membership Interests Promissory Notes and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Notes. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsPromissory Notes. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Promissory Notes for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Promissory Notes and becoming a Member of Concreitthe Company. (f) Purchaser has 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 Membership Interests Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on and the ground, among others, that no distribution or public offering of the Membership Interests is to be effected and the Membership Interests will be issued by Concreit Promissory Notes has been qualified in connection accordance with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act or of the Law, Regulation A promulgated under the respective rules Act, and regulations of all applicable state Law where the Securities and Exchange CommissionCompany is offering and/or selling Promissory Notes. (gh) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 (Cf Fund Ii, LLC), Subscription Agreement (Cf Fund Ii, LLC), Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate Articles and the terms and conditions of the Operating AgreementPromissory Note, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsNote. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Articles and Operating Agreement Promissory Note and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests Note and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Note. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsNote. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Note for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests.Note. SUBSCRIPTION AGREEMENT PFG FUND V LLC (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Note and becoming a Member of Concreitthe Company. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Membership Interests have offering and sale of the Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or qualified under any State Securities Laws (state securities laws. The Purchaser understands that the “Law”), on the ground, among others, that no distribution or public offering and sale of the Membership Interests Note is intended to be effected exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A thereof, based, in part, upon the representations, warranties and agreements of the Membership Interests will be issued by Concreit Purchaser contained in connection 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 transaction that does not involve view to or intent of resale or distribution thereof in violation of any public offering within the meaning of section 4(a)(2) of the Act applicable securities laws, in whole or of the Law, under the respective rules and regulations of the Securities and Exchange Commissionin part. (gh) The information that the Purchaser has previously furnished Concreit 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 completed Investor Questionnaire through “Qualified Purchaser” defined Section 3 below, is correct and complete as of the Concreit Platform date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed 10% of the greater of Purchaser’s annual income or Concreit Appnet 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 Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 (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) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate Articles and the terms and conditions of the Operating Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Articles and Operating Agreement and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership Interests. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests and becoming a Member of Concreitthe Company. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Membership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Operating 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 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 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 the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) The information that the Purchaser has previously furnished Concreit 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 completed Investor Questionnaire through “Qualified Purchaser” defined Section 3 below, is correct and complete as of the Concreit Platform date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or Concreit Appnet 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 Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 (LK Secured Lending Reg a Fund, LLC), Subscription Agreement (LK Secured Lending Reg a Fund, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of ConcreitForte. Purchaser has relied solely upon the Offering Circular and independent investigations made by Purchaser or Purchaser’s representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has read and understands the Certificate and Operating Agreement and understands how Concreit Forte functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser hereby agrees to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands that Concreit Forte has limited or no financial and operating history. Purchaser has been furnished with such financial and other information concerning ConcreitForte, its management, and its business, as Purchaser considers necessary in connection with the investment in Membership Interests. Purchaser has been given the opportunity to discuss any questions and concerns with ConcreitF▇▇▇▇. (d) Purchaser is purchasing Membership Interests for Purchaser’s own account (or for a trust if Purchaser is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser or Purchaser’s investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has been advised to consult Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing in the Membership Interests and becoming a Member of ConcreitForte. (f) Purchaser has been advised that the 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 Forte in connection with a transaction that does not involve any public offering within the meaning of 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 agreements of the Purchaser contained in this Subscription Agreement. (g) Purchaser has previously furnished Concreit Forte a completed Investor Questionnaire through the Concreit Platform or Concreit AppForte Platform. All information which Purchaser has furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itself, financial position, and 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 hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular Memorandum and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe LLC. Purchaser has I have relied solely upon the Offering Circular Memorandum and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate and Operating Agreement and understands understand how Concreit an LLC functions as a corporate entity. By purchasing the Membership Interests Shares and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands I understand that Concreit the LLC has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe LLC, its managementManager, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsShares. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe LLC. (d) Purchaser is I am purchasing Membership Interests Shares for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsShares. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests and becoming a Member of ConcreitLLC. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Shares, including those set forth in the Memorandum. 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 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 Membership Interests 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 Membership Interests Shares is to be effected and the Membership Interests Shares will be issued by Concreit the LLC in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor QuestionnaireAgreement, concerning themselves/itselfmyself, my financial position, and my knowledge of financial and business matters is correct, current, and completecompete. (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, Subscription Agreement

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, ----------------------------------------------- represents and agrees warrants to the Company as follows: (a) Purchaser has received and read the Offering Circular and its Exhibits, including the Certificate The Preferred Shares and the terms and conditions of Underlying Common Shares (collectively, the Operating Agreement, and Purchaser is thoroughly familiar with "Securities") will be acquired for the proposed business, operations, properties and financial condition of Concreit. Purchaser has relied solely upon the Offering Circular and independent investigations made by Purchaser or Purchaser’s representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has read and understands the Certificate and Operating Agreement and understands how Concreit functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser hereby agrees to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands that Concreit has limited or no financial and operating history. Purchaser has been furnished with such financial and other information concerning Concreit, its management, and its business, as Purchaser considers necessary in connection with the investment in Membership Interests. Purchaser has been given the opportunity to discuss any questions and concerns with Concreit. (d) Purchaser is purchasing Membership Interests for Purchaser’s 's own account (or for a trust if Purchaser is a trustee)account, for investment purposes and not with a view to, or intention for resale in connection with, any distribution or public offering thereof. b) The Purchaser understands that the Securities have not been 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 resell or distribute Section 4(2) thereof, that the same. Purchaser Company has no present intentionintention of registering the Securities, agreementthat the Securities must be held by the Purchaser indefinitely, and that the Purchaser must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or arrangement to divide Purchaser’s participation with others or to resellis exempt from registration. 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, assignwhich exemptions depend upon, transferamong other things, or otherwise dispose of all or part the bona fide nature of the Membership InterestsPurchaser's investment intent expressed above. (ec) During the negotiation of the transactions contemplated herein, the Purchaser and its representatives have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company, and to its offices 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 have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investment contemplated herein. d) The Purchaser and its representatives have been solely responsible for the Purchaser’s investment advisors have '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 the arranging of the proposed investment, the Purchaser has acted solely in its own interest, and neither the Purchaser nor any of its representatives has acted as an agent of the Company. Notwithstanding the foregoing, such due diligence investigation shall not limit the representations and warranties made by the Company in Section 3 hereof. The Purchaser has such knowledge and experience in financial and business matters that will enable Purchaser 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. P▇▇▇▇▇▇▇▇ has been advised to consult Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing protecting its interests in the Membership Interests and becoming a Member of Concreitconnection therewith. (e) The Purchaser is able to bear the economic risk of the purchase of Securities pursuant to the terms of this Agreement. f) The Purchaser has been advised that the Membership Interests have not been registered full right, power and authority to enter into and perform the Purchaser's obligations under this Agreement, and this Agreement constitutes a valid and binding obligation of the Securities Act Purchaser enforceable in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of 1933general application relating to or affecting enforcement of creditors' rights and rules or laws concerning equitable remedies. g) No consent, as amended (the “Act”)approval or authorization of or designation, declaration or qualified under filing with any State Securities Laws (the “Law”), governmental authority on the ground, among others, that no distribution or public offering part of the Membership Interests Purchaser is to be effected and the Membership Interests will be issued by Concreit required in connection with a transaction that does not involve any public offering within the meaning valid execution and delivery of section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commissionthis Agreement by Purchaser. (g) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itself, financial position, and 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: 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 hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular Memorandum and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe LLC. Purchaser has I have relied solely upon the Offering Circular Memorandum and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate and Operating Agreement and understands understand how Concreit an LLC functions as a corporate entity. By purchasing the Membership Interests Shares and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands I understand that Concreit the LLC has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe LLC, its managementManager, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsShares. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe LLC. (d) Purchaser is I am purchasing Membership Interests Shares for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsShares. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests and becoming a Member of ConcreitLLC. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Shares, including those set forth in the Memorandum. 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 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 Membership Interests 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 Membership Interests Shares is to be effected and the Membership Interests Shares will be issued by Concreit the LLC in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) Purchaser has I have either previously furnished Concreit the LLC a completed and signed Investor Questionnaire through or I have completed and signed the Concreit Platform or Concreit Appattached Investor Questionnaire. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itselfmyself, my financial position, and my knowledge of financial and business matters is correct, current, and completecompete. (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, Subscription Agreement

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating AgreementPromissory Notes, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsPromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Offering Circular and Operating Agreement and understands how Concreit functions as a corporate entityPromissory Note. By purchasing the Membership Interests Promissory Notes and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Notes. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsPromissory Notes. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Promissory Notes for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Promissory Notes and becoming a Member of Concreitthe Company. (f) Purchaser has I have carefully reviewed 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 Membership Interests Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on and the ground, among others, that no distribution or public offering of the Membership Interests is to be effected and the Membership Interests will be issued by Concreit Promissory Notes has been qualified in connection accordance with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act or of the Law, Regulation A promulgated under the respective rules Act, and regulations of all applicable state Law where the Securities and Exchange CommissionCompany is offering and/or selling Promissory Notes. (gh) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 (Cf Fund Ii, LLC), Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate Articles and the terms and conditions of the Operating AgreementPromissory Note, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsNote. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Articles and Operating Agreement Promissory Note and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests Note and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Note. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsNote. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Note for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsNote. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Note and becoming a Member of Concreit.the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Membership Interests 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 Membership Interests Note is to be effected and the Membership Interests Note will be issued by Concreit the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) The information that the Purchaser has previously furnished Concreit 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 Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a completed Investor Questionnaire through “Qualified Purchaser” defined Section 3 below, is correct and complete as of the Concreit Platform date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or Concreit Appnet 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 Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

Sources: Subscription Agreement (PFG Fund V, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular Memorandum and its Exhibits, including the Certificate Articles and Operating Agreement, and the terms and conditions of the Operating AgreementPromissory Notes, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular Memorandum and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsPromissory Notes. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Articles and Operating Agreement and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests Promissory Notes and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Notes. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsPromissory Notes. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Promissory Notes for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsPromissory Notes. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Promissory Notes and becoming a Member of Concreitthe Company. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Promissory Notes, including (without limitation) those set forth in the 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 Membership Interests 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 Membership Interests Promissory Notes is to be effected and the Membership Interests Promissory Notes will be issued by Concreit the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission.. SUBSCRIPTION AGREEMENT CF FUND II, LLC (gh) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate Articles and the terms and conditions of the Operating AgreementPromissory Note, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsNote. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Articles and Operating Agreement Promissory Note and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests Note and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Note. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsNote. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Note for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsNote. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Note and becoming a Member of Concreitthe Company. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Membership Interests 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 Membership Interests Note is to be effected and the Membership Interests Note will be issued by Concreit the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) The information that the Purchaser has previously furnished Concreit 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 completed Investor Questionnaire through “Qualified Purchaser” defined Section 3 below, is correct and complete as of the Concreit Platform date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed 10% of the greater of Purchaser’s annual income or Concreit Appnet 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 Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

Sources: Subscription Agreement (PFG Fund V, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating AgreementPromissory Notes, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsPromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands hereby acknowledge the Certificate terms of the Offering Circular and Operating Agreement and understands how Concreit functions as a corporate entityPromissory Note. By purchasing the Membership Interests Promissory Notes and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Notes. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsPromissory Notes. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Promissory Notes for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsPromissory Notes. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Promissory Notes and becoming a Member of Concreitthe Company. (f) Purchaser has 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 Membership Interests Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and will be registered or qualified under any with all applicable State Securities Laws Law (the “Law”), on ) where the ground, among others, that no distribution or public Company is 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 section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commissionand/or selling Promissory Notes. (gh) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

Sources: Subscription Agreement (Beat the Bank LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate Articles and the terms and conditions of the Operating Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Articles and Operating Agreement and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership Interests. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests and becoming a Member of Concreit.the Company. SUBSCRIPTION AGREEMENT LK SECURED LENDING REG A FUND, LLC (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Membership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Operating 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 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 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 the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) The information that the Purchaser has previously furnished Concreit 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 completed Investor Questionnaire through “Qualified Purchaser” defined Section 3 below, is correct and complete as of the Concreit Platform date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or Concreit Appnet 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 Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

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

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular Memorandum and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Fund. Purchaser has I have relied solely upon the Offering Circular Memorandum and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate and Operating Agreement and understands understand how Concreit an Fund functions as a corporate entity. By purchasing the Membership Interests Shares and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands I understand that Concreit the Fund has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Fund, its managementManager, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsShares. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Fund. (d) Purchaser is I am purchasing Membership Interests Shares for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsShares. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests and becoming a Member of ConcreitFund. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Shares, including those set forth in the Memorandum. 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 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 Membership Interests 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 Membership Interests Shares is to be effected and the Membership Interests Shares will be issued by Concreit the Fund in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) Purchaser has I have either previously furnished Concreit the Fund a completed and signed Investor Questionnaire through or I have completed and signed the Concreit Platform or Concreit Appattached Investor Questionnaire. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itselfmyself, my financial position, and my knowledge of financial and business matters is correct, current, and completecompete. (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 1 contract

Sources: Subscription Agreement

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has a. I have received and read the Offering Circular Memorandum and its Exhibits, including the Certificate and the terms and conditions of the Operating AgreementBylaws, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition and intended operations of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular Memorandum, Bylaws, Subscription Agreement and independent investigations made by Purchaser me or Purchaser’s representative my representatives with respect to the investment in Membership Intereststhe Bonds. No oral or written representations by the Company beyond the Offering Circular aforementioned documents have been made or relied upon. (b) Purchaser has 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 understands understand the Certificate Bylaws and Operating Agreement and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests Bonds and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementBylaws. (c) Purchaser understands d. I understand that Concreit the Company has a limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreit, its managementthe Company, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsBonds. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is e. I am purchasing Membership Interests the Bonds for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsBonds. (e) Purchaser f. I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Company. g. I have carefully reviewed and understand the risks of investing in the Membership Interests Bonds, including those set forth in the Memorandum. I have carefully evaluated my financial resources and becoming a Member investment position and acknowledge that I am able to bear the economic risks of Concreitthis investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the 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. (f) Purchaser has h. I have been advised that the Membership Interests 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 Membership Interests Bonds is to be effected and the Membership Interests Bonds will be issued by Concreit the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (g) Purchaser has i. I have either previously furnished Concreit the Company a completed and signed Investor Questionnaire through or I have completed and signed the Concreit Platform or Concreit Appattached Investor Questionnaire. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itselfmyself, my financial position, and my knowledge of financial and business matters is correct, current, and completecompete. (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 1 contract

Sources: Subscription Agreement (CWS Investments Inc)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate Articles and the terms and conditions of the Operating Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Articles and Operating Agreement and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership Interests. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests and becoming a Member of Concreitthe Company. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Membership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Operating 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 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 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 the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) The information that the Purchaser has previously furnished Concreit 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 Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a completed Investor Questionnaire through “Qualified Purchaser” defined Section 3 below, is correct and complete as of the Concreit Platform date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or Concreit Appnet 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 Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

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

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating Limited Partnership Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Fund. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership Limited Partnership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate and Operating Limited Partnership Agreement and understands understand how Concreit the Fund functions as a corporate entity. By purchasing the Membership Limited Partnership Interests and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Limited Partnership Agreement. (c) Purchaser understands I understand that Concreit the Fund has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Fund, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership Limited Partnership Interests. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreit.the Fund. SUBSCRIPTION AGREEMENT VELOCE CAP FUND 1 LP (d) Purchaser is I am purchasing Membership Limited Partnership Interests for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Limited Partnership Interests and becoming a Member of Concreitthe Fund. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Limited Partnership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Limited 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 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 Membership 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 Membership Limited Partnership Interests is to be effected and the Membership Limited Partnership Interests will be issued by Concreit the Fund in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) The information that the Purchaser has previously furnished Concreit 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 Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a completed Investor Questionnaire through “Qualified Purchaser” defined Section 3 below, is correct and complete as of the Concreit Platform 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 Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Fund and by any investigating party relying on them. (i) 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 Concreit Appnet 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 Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

Sources: Subscription Agreement (Veloce Cap Fund 1 Lp)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating Fund Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Fund. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsUnits. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate and Operating Fund Agreement and understands understand how Concreit a Fund functions as a corporate entity. By purchasing the Membership Interests Units and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Fund Agreement. (c) Purchaser understands I understand that Concreit the Fund has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Fund, its managementGeneral Partner, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsUnits. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Fund. (d) Purchaser is I am purchasing Membership Interests Units for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsUnits. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests and becoming a Member of ConcreitFund. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Units, including those set forth in the Circular. 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 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 Membership Interests Units have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on the ground, among others, that no distribution or public offering of the 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 section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) Purchaser has I have either previously furnished Concreit the Fund a completed and signed Investor Questionnaire through or I have completed and signed the Concreit Platform or Concreit Appattached Investor Questionnaire. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itselfmyself, my financial position, and my knowledge of financial and business matters is correct, current, and completecompete. (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 1 contract

Sources: Subscription Agreement (Joyner Capital LP)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate and Operating Agreement and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership Interests. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests and becoming a Member of Concreitthe Company. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Membership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Operating 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 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 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 the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) The information that the Purchaser has previously furnished Concreit 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 completed Investor Questionnaire through “Qualified Purchaser” defined Section 3 below, is correct and complete as of the Concreit Platform date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or Concreit Appnet 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 Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

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

Representations and Warranties by the Purchaser. The Purchaser hereby 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) During the negotiation of the transactions contemplated herein, the Purchaser has received and read the Offering Circular and its Exhibitsrepresentatives have been afforded full and free access to corporate books, including financial statements, records, contracts, documents, and other information concerning the Certificate Company, and the terms to its offices and conditions facilities, have been afforded an opportunity to ask such questions of the Operating AgreementCompany’s officers, employees, agents, accountants and Purchaser is thoroughly familiar with representatives concerning the proposed Company’s business, operations, properties financial condition, assets, liabilities and financial condition other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of Concreitthe prospective investment contemplated herein. Purchaser has relied solely upon Notwithstanding the Offering Circular foregoing, such due diligence investigation shall not limit the representations and independent investigations warranties made by Purchaser or Purchaser’s representative with respect to the investment Company in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied uponSection 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 the arranging of the proposed investment, the Purchaser has read acted solely in its own interest, and understands neither the Certificate and Operating Agreement and understands how Concreit functions Purchaser nor any of its representatives has acted as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser hereby agrees to the terms and provisions an agent of the Certificate and the Operating AgreementCompany. (c) Purchaser understands that Concreit has limited or no financial and operating history. The Purchaser has been furnished with such financial the full right, power and other information concerning Concreit, its managementauthority to enter into and perform the Purchaser’s obligations under this Agreement, and its business, as Purchaser considers necessary in connection with the investment in Membership Interests. Purchaser has been given the opportunity to discuss any questions this Agreement constitutes a valid and concerns with Concreit. (d) Purchaser is purchasing Membership Interests for Purchaser’s own account (or for a trust if Purchaser is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part binding obligation of the Membership InterestsPurchaser enforceable in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, usury or other laws of general application relating to or affecting enforcement of creditors rights and rules or laws concerning equitable remedies. (e) Purchaser or Purchaser’s investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has been advised to consult Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing in the Membership Interests and becoming a Member of Concreit. (f) Purchaser has been advised that the 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 section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (g) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itself, financial position, and 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 1 contract

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

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating AgreementPromissory Notes, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsPromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Offering Circular and Operating Agreement Promissory Note, and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests Promissory Notes and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Notes. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsPromissory Notes. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Promissory Notes for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Promissory Notes and becoming a Member of Concreitthe Company. (f) Purchaser has 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 Membership Interests Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws (the "Law"), on and the ground, among others, that no distribution or public offering of the Membership Interests is to be effected and the Membership Interests will be issued by Concreit Promissory Notes has been qualified in connection accordance with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act or of the Law, Regulation A promulgated under the respective rules Act, and regulations of all applicable state Law where the Securities and Exchange CommissionCompany is offering and/or selling Promissory Notes. (gh) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has a. I have received and read the Offering Circular Memorandum and its Exhibits, including the Certificate and the terms and conditions of the Operating AgreementBylaws, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition and intended operations of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular Memorandum, Bylaws, Subscription Agreement and independent investigations made by Purchaser me or Purchaser’s representative my representatives with respect to the investment in Membership Intereststhe Bonds. No oral or written representations by the Company beyond the Offering Circular aforementioned documents have been made or relied upon. (b) Purchaser has 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 understands understand the Certificate Bylaws and Operating Agreement and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests Bonds and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementBylaws. (c) Purchaser understands d. I understand that Concreit the Company has a limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreit, its managementthe Company, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsBonds. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is e. I am purchasing Membership Interests the Bonds for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsBonds. (e) Purchaser f. I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Company. g. I have carefully reviewed and understand the risks of investing in the Membership Interests Bonds, including those set forth in the Memorandum. I have carefully evaluated my financial resources and becoming a Member investment position and acknowledge that I am able to bear the economic risks of Concreitthis investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the 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. (f) Purchaser has h. I have been advised that the Membership Interests 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 Membership Interests Bonds is to be effected and the Membership Interests Bonds will be issued by Concreit the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (g) Purchaser . The information that the Subscriber has previously furnished Concreit a completed herein, including, without limitation, the information set forth in the Investor Questionnaire through under 2b, which has been completed by the Concreit Platform or Concreit App. All Subscriber and submitted herewith to the Company, and any other information furnished by the Subscriber to the Company regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Act”), which Purchaser has furnished definition is set forth on Exhibit B attached hereto, and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Subscription Agreement and will be correct and complete on the date, if any, that the Company accepts this Subscription. Further, the Subscriber shall 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, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and warranties made by the Subscriber herein may be fully relied upon by the Company and by any investigating party relying on them. The Subscriber (a) is an “accredited investor” as that term is defined in Rule 501 under Regulation D, which definition is set forth under item 7, or (b) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Bonds being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s (i) annual income or net worth (for natural persons), or (ii) revenue or net assets at the most recent fiscal year-end (for non-natural persons). The Subscriber agrees to provide to the Company any additional documentation the Company may reasonably request, including, in addition to the Investor QuestionnaireQuestionnaire under 2b, concerning themselves/itself, financial position, and knowledge of financial and business matters any other documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is correct, current, and completedefined in Rule 501 under Regulation D promulgated under the Act. (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 1 contract

Sources: Subscription Agreement (CWS Investments Inc)

Representations and Warranties by the Purchaser. The Purchaser hereby Subscriber represents, warrants, and agrees as follows: (a) Purchaser 2.1 Subscriber has received and read the Offering Circular and its Exhibits, including the Certificate Articles and the terms and conditions of the Operating AgreementBylaws, and Purchaser Subscriber is thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser Subscriber has relied solely upon the Offering Circular and independent investigations made by Purchaser Subscriber or PurchaserSubscriber’s representative with respect to the investment in Membership InterestsShares. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser 2.2 Subscriber has read and understands the Certificate Articles and Operating Agreement Bylaws and understands how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser hereby agrees to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser 2.3 Subscriber understands that Concreit the Company has limited or no financial and operating history. Purchaser Subscriber has been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser Subscriber considers necessary in connection with the investment in Membership InterestsShares. Purchaser Subscriber has been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser 2.4 Subscriber is purchasing Membership Interests Shares for PurchaserSubscriber’s own account (or for a trust if Purchaser Subscriber is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser Subscriber has no present intention, agreement, or arrangement to divide PurchaserSubscriber’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsShares. (e) Purchaser or Purchaser2.5 Subscriber’s investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ Subscriber has been advised to consult PurchaserSubscriber’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Shares and the Company. 2.6 Subscriber has carefully reviewed and understands the risks of investing in the Membership Interests Shares, including (without limitation) those set forth in the Offering Circular and becoming a Member the terms and conditions of Concreitthe Articles and Bylaws. Subscriber has carefully evaluated its financial resources and investment position and acknowledges that Subscriber is able to bear the economic risks of this investment. Subscriber further acknowledges that Subscriber’s financial condition is such that Subscriber is not under any present necessity or constraint to dispose of the Shares to satisfy any existent or contemplated debt or undertaking. Subscriber has adequate means of providing for Subscriber’s current needs and possible contingencies, has no need for liquidity in Subscriber’s investment, and can afford to lose some or all of Subscriber’s investment. (f) Purchaser 2.7 Subscriber has been advised that the Membership Interests Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under any State Securities Laws state securities laws (the “Law”"State Laws"), on the ground, among others, that no distribution or public offering of the Membership Interests Shares is to be effected and the Membership Interests Shares will be issued by Concreit the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(2Section 4(2) of the Act or of the LawState Laws, under the respective rules and regulations of the Securities and Exchange Commission. 2.8 The information that the Subscriber has 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 (ga) Purchaser 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 previously furnished Concreit 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 completed Investor Questionnaire through legal, valid and binding obligation of the Concreit Platform or Concreit App. Subscriber enforceable against the Subscriber in accordance with its terms. 2.12 All information which Purchaser Subscriber has furnished in this Subscription Agreement and the Investor Questionnaireconcerning Subscriber, concerning themselves/itself, its financial position, and 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 (h) All information which Purchaser has furnished in this Subscription Agreement concerning Purchaseror, Purchaser’s financial positionif an entity, principal place of business), phone number, electronic mail address, United States taxpayer identification number, if any, and Purchaserother 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 knowledge 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 financial the Shares, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Shares, and business matters 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 correcta party or any license, currentpermit, true 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 completethat such transactions are lawful in the Subscriber’s country of citizenship and residence. 2.17 The Company’s intent is to comply with all applicable federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”). For purposes of this Section 2.17, the following terms shall have the meanings described below:

Appears in 1 contract

Sources: Subscription Agreement (Standard Dental Labs Inc.)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Confidential Offering Circular Memorandum and its ExhibitsExhibits (the Memorandum”), including the Certificate and the terms and conditions of the Operating Limited Partnership Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties properties, and financial condition of Concreitthe Fund. Purchaser has I have relied solely upon the Offering Circular Memorandum and the Property Information Package, if applicable, and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsShares. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate and Operating Limited Partnership Agreement and understands understand how Concreit a Fund functions as a corporate entity. By purchasing the Membership Interests Shares and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Limited Partnership Agreement. (c) Purchaser understands I understand that Concreit the Fund has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Fund, its managementGP, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsShares. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Fund. (d) Purchaser is I am purchasing Membership Interests Shares for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view to or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership InterestsShares. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Fund. I have carefully reviewed and understand the risks of investing in the Membership Interests Shares, including those set forth in the Memorandum. I have carefully evaluated my financial resources and becoming a Member investment position and acknowledge that I am able to bear the economic risks of Concreitthis investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the 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. (f) Purchaser has I have been advised that the Membership Interests Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any applicable State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Membership Interests Shares is to be effected and the Membership Interests Shares will be issued by Concreit the Fund in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (g) Purchaser has I have either previously furnished Concreit the Fund a completed and signed Investor Questionnaire through or I have completed and signed the Concreit Platform or Concreit Appattached Investor Questionnaire. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itselfmyself, 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 1 contract

Sources: Subscription Agreement

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate Articles and Operating Agreement, and the terms and conditions of the Operating AgreementPromissory Notes, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsPromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Articles and Operating Agreement and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests Promissory Notes and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Notes. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsPromissory Notes. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Promissory Notes for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Promissory Notes and becoming a Member of Concreitthe Company. (f) Purchaser has 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 Membership Interests 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 Membership Interests Promissory Notes is to be effected and the Membership Interests Promissory Notes will be issued by Concreit the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating AgreementPromissory Notes, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsPromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands hereby acknowledge the Certificate terms of the Offering Circular and Operating Agreement and understands how Concreit functions as a corporate entityPromissory Note. By purchasing the Membership Interests Promissory Notes and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Notes. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsPromissory Notes. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Promissory Notes for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Promissory Notes and becoming a Member of Concreitthe Company. (f) Purchaser has 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 Membership Interests Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and will be registered or qualified under any with all applicable State Securities Laws Law (the “Law”), on ) where the ground, among others, that no distribution or public Company is 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 section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commissionand/or selling Promissory Notes. (gh) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate and Operating Agreement and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating Agreement. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership Interests. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests and becoming a Member of Concreitthe Company. (f) Purchaser has I have carefully reviewed and understand the risks of investing in the Membership Interests, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Operating 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 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 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 the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gh) The information that the Purchaser has previously furnished Concreit 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 completed Investor Questionnaire through “Qualified Purchaser” defined Section 3 below, is correct and complete as of the Concreit Platform date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount Membership Interests being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or Concreit Appnet 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 Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

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

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating AgreementPromissory Notes, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsPromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has read and understands the Certificate and Operating Agreement and understands how Concreit functions as a corporate entity. By purchasing the Membership Interests Promissory Notes and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Notes. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsPromissory Notes. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Promissory Notes for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Promissory Notes and becoming a Member of Concreitthe Company. (f) Purchaser has I have carefully reviewed 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 Membership Interests Promissory Notes have not been registered under the Securities Act of 1933, as amended (the "Act"), and the offering of Promissory Notes has been qualified in accordance with Regulation A promulgated under the Act, and will be registered or qualified under any with all applicable State Securities Laws (Law where the “Law”), on the ground, among others, that no distribution or public Company is 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 section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commissionand/or selling Promissory Notes. (gh) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has I have received and read the Offering Circular and its Exhibits, including the Certificate Articles and Operating Agreement, and the terms and conditions of the Operating AgreementPromissory Notes, and Purchaser is I am thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Company. Purchaser has I have relied solely upon the Offering Circular and independent investigations made by Purchaser me or Purchaser’s my representative with respect to the investment in Membership InterestsPromissory Notes. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) Purchaser has I have read and understands understand the Certificate Articles and Operating Agreement and understands understand how Concreit the Company functions as a corporate entity. By purchasing the Membership Interests Promissory Notes and executing this Subscription Agreement, Purchaser I hereby agrees agree to the terms and provisions of the Certificate and the Operating AgreementPromissory Notes. (c) Purchaser understands I understand that Concreit the Company has limited or no financial and operating history. Purchaser has I have been furnished with such financial and other information concerning Concreitthe Company, its management, and its business, as Purchaser considers I consider necessary in connection with the investment in Membership InterestsPromissory Notes. Purchaser has I have been given the opportunity to discuss any questions and concerns with Concreitthe Company. (d) Purchaser is I am purchasing Membership Interests Promissory Notes for Purchaser’s my own account (or for a trust if Purchaser is I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has I have no present intention, agreement, or arrangement to divide Purchaser’s my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests.Promissory Notes. SUBSCRIPTION AGREEMENT CF FUND II, LLC (e) Purchaser I or Purchaser’s my investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has I have been advised to consult Purchaser’s my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing participating in the Membership Interests Promissory Notes and becoming a Member of Concreitthe Company. (f) Purchaser has 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 Membership Interests 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 Membership Interests Promissory Notes is to be effected and the Membership Interests Promissory Notes will be issued by Concreit the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of as defined in the Act or of the Law, and under the respective rules and regulations of the Securities and Exchange Commission. (gh) Purchaser has previously furnished Concreit a completed Investor Questionnaire through the Concreit Platform or Concreit App. All information which Purchaser has I have furnished in this Subscription Agreement and the Investor Questionnaireconcerning myself, concerning themselves/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 1 contract

Sources: Subscription Agreement (Cf Fund Ii, LLC)

Representations and Warranties by the Purchaser. The Purchaser hereby represents, warrants, and agrees as follows: (a) Purchaser has received and read the Offering Circular Memorandum and its Exhibits, including the Certificate Articles and the terms and conditions of the Operating Agreement, and Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of Concreitthe Fund. Purchaser has relied solely upon the Offering Circular Memorandum and independent investigations made by Purchaser or Purchaser’s representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular Memorandum have been made or relied upon. (b) Purchaser has read and understands the Certificate Articles and Operating Agreement and understands how Concreit the Fund functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser hereby agrees to the terms and provisions of the Certificate Articles and the Operating Agreement. (c) Purchaser understands that Concreit the Fund has limited or no financial and operating history. Purchaser has been furnished with such financial and other information concerning Concreitthe Fund, its management, and its business, as Purchaser considers necessary in connection with the investment in Membership Interests. Purchaser has been given the opportunity to discuss any questions and concerns with Concreitthe Fund. (d) Purchaser is purchasing Membership Interests for Purchaser’s own account (or for a trust if Purchaser is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests. (e) Purchaser or Purchaser’s investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. P▇▇▇▇▇▇▇▇ has been advised to consult Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing in the Membership Interests and becoming a Member of Concreitthe Fund. (f) 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 understands the risks of investing in the Membership Interests, including those set forth in the Memorandum and the terms and conditions of the Membership Interests. Purchaser has carefully evaluated Purchaser’s financial resources and investment position and acknowledges that Purchaser is able to bear the economic risks of this investment. Purchaser further acknowledges that Purchaser’s financial condition is such that Purchaser is not under any present necessity or constraint to dispose of the Membership Interests to satisfy any existent or contemplated debt or undertaking. Purchaser has adequate means of providing for Purchaser’s current needs and possible contingencies, has no need for liquidity in Purchaser’s investment, and can afford to lose some or all of Purchaser’s investment. (h) Purchaser has been advised that the 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 the Fund in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(24(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (gi) Purchaser has previously furnished Concreit the Fund a completed and signed Investor Questionnaire through the Concreit Platform or Concreit AppQuestionnaire. All information which Purchaser ▇▇▇▇▇▇▇▇▇ has furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselveshis/her/itself, financial position, and knowledge of financial and business matters is correct, current, and complete. (hj) 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