FOR ALL SUBSCRIBERS Sample Clauses

FOR ALL SUBSCRIBERS i. Are you a “US Person” as defined under Regulation S (as defined in Annex A)? ☐ Yes ☐ No ii. Did you receive or accept the offer of the Shares in the state or territory indicated in your legal address above? ☐ Yes ☐ No If No, please list state or territory here: iii. Please check the applicable boxes below for any registrations or memberships you hold with the US Commodity Futures Trading Commission (“CFTC”) and/or the National Futures Association (“NFA”): ☐ Futures Commission Merchant ☐ Introducing Broker ☐ Commodity Pool Operator ☐ Commodity Trading Advisor ☐ Leverage Transaction Merchant If you check any of the above boxes, you hereby represent that you (i) are duly registered with the CFTC and are a member in good standing of the NFA and (ii) any information and/or documentation that you have provided to the Fund and/or its placement agent in addition to this Subscription Agreement regarding your CFTC and NFA status remains true and correct. ☐

FOR ALL SUBSCRIBERS. The Subscriber agrees that, upon the request of the Company or the Advisor, it will provide such information as the Company or the Advisor requires to satisfy applicable anti-money laundering laws and regulations, including, without limitation, the Subscriber’s anti-money laundering policies and procedures, background documentation relating to its directors, trustees, settlors and beneficial owners, and audited financial statements, if any.

FOR ALL SUBSCRIBERS. [Website

FOR ALL SUBSCRIBERS. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price, as applicable, identified in each Drawdown Notice.

FOR ALL SUBSCRIBERS a. This Subscription may be rejected, in whole or in part, by the Company in its sole and absolute discretion at any time before the date set for closing unless the Company has given notice of acceptance of the undersigned's subscription by signing this Subscription Agreement and delivering it to Purchaser or May Dxxxx Group, Inc. b. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures or the Company. c. The representations, warranties and agreements of the undersigned and the Company contained herein shall be true and correct in all material respects on and as of the date of the sale of the Debentures as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Debentures. d. In making an investment decision, purchasers must rely on their own examination of the company and the terms of the offering, including the merits and risks involved. The shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. e. The Offering is intended to be exempt from registration by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein and in the Offeree Questionnaire. f. It is understood that in order not to jeopardize the Offering's exempt status under Section 4(2) of the 1933 Act and Regulation D, any purchaser may, at a minimum, be required to fulfill the investor suitability requirements thereunder. g. The shares may not be resold except as permitted under the securities act and applicable state securities laws, pursuant to registration or exemption therefrom. Purchasers should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.

FOR ALL SUBSCRIBERS. If any Subscriber is excused from funding a capital drawdown pursuant to Sections 4.3(f) or (g) above, the Company is authorized to issue an additional capital drawdown on the non-excused Subscribers sufficient to make up such shortfall, provided that no Subscriber shall ever be required to fund capital drawdowns in excess of its Unfunded Capital Commitment.

FOR ALL SUBSCRIBERS. Our Security Procedures

FOR ALL SUBSCRIBERS. If the Subscriber is an Individual, (a) the execution, delivery and performance by the Subscriber of this Subscription Agreement are within such person’s legal right and power, require no action by or in respect of, or filing with, any governmental body, agency or official, or any third party (except as disclosed in writing to the Company as of the date that this Subscription Agreement is signed by the Subscriber), and do not and will not contravene, or constitute a default under, any provision of applicable law, rule or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Subscriber or any material agreement or other instrument to which the Subscriber is a party or by which the Subscriber or any of his respective properties is bound, other than contraventions or defaults that do not impair or otherwise affect the Subscriber’s ability to perform its obligations under this Subscription Agreement or are not material to the Subscriber’s financial condition; and (b) this Subscription Agreement constitutes the legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity. Neither the execution, delivery or performance of this Subscription Agreement by the Subscriber, nor the consummation of the transactions contemplated hereby, will result in the creation or imposition of any lien or encumbrance upon any of the assets or properties of such Subscriber. If the individual subscribing in the Company is investing assets on behalf of an XXX, the individual who established the XXX has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the XXX to execute the acknowledgement on the signature page and (ii) has signed below to indicate that he or she has reviewed, directed and certifies to the accuracy of the representations and warranties made herein with respect to the XXX and the individual Subscriber.

FOR ALL SUBSCRIBERS. The Subscriber represents and warrants that, to the best of its knowledge, none of:

FOR ALL SUBSCRIBERS. To help maintain the safety, security and integrity of the Company’s business, services, website and other technology assets • To comply with legal and/or regulatory obligations • To comply with general business, research or operational purposes or for all other reasons as permitted by law or regulation