Entity Investors Clause Samples

Entity Investors. If the undersigned is an entity, trust, pension fund or ▇▇▇ account (an “Entity”), the Entity and the person signing on its behalf represent and warrant that: (i) such Entity is an existing entity, and has not been organized or reorganized for the purpose of making this investment (or if not true, such fact shall be disclosed to the Company in writing along with information concerning the beneficial owners of the Entity), (ii) the undersigned has the authority to execute this Subscription Agreement, and any other documents in connection with an investment in the Shares, on the Entity's behalf, (iii) the Entity has the power, right and authority to invest in the Shares and enter into the transactions contemplated thereby, and that the investment is suitable and appropriate for the Entity and its beneficiaries (given the risks and illiquid nature of the investment) and (iv) all documents executed by the entity in connection with the Company are valid and binding documents or agreements of the Entity enforceable in accordance with their terms.

Entity Investors. If Purchaser is a legal entity, like a corporation, partnership, or limited liability company, Purchaser also promises that: 5.22.1. Accredited Investor. Purchaser is an “accredited investor” within the meaning of 17 CFR §230.501(a) because all of the owners of Purchaser are themselves accredited investors, i.e., because of 17 CFR §230.501(a)(8). Purchaser has received from each owner a written representation stating that such owner is accredited and specifying the basis for such representation. In the case of an owner representing that it is accredited because of 17 CFR §230.501(a)(8), such owner shall, in turn, obtain a representation from all of its owners, and so on and so forth, until each ultimate beneficial owner has represented that he, she, or it is an accredited investor.

Entity Investors. If Subscriber is a legal entity, like a corporation, partnership, or limited liability company, Subscriber also promises that:

Entity Investors. If the undersigned (i.e. the potential offeree and purchaser of the Securities) is an entity, then the undersigned entity hereby represents and warrants that each statement below initialed or checked below is true and correct regarding the undersigned entity (initial or check each statement below that applies to the undersigned entity): (1) The undersigned is a corporation, partnership, business trust, limited liability company, Indian tribe, governmental body, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), that (i) has total assets in excess of $5,000,000, and (ii) is not formed for the specific purpose of acquiring the Securities. (2) The undersigned is a bank, insurance company, investment company registered under the United States Investment Company Act of 1940, as amended, a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended, a business development company, a Small Business Investment Company licensed by the United States Small Business Administration, a plan with total assets in excess of $5,000,000 established and maintained by a state for the benefit of its employees, or a private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended. (3) The undersigned is a trust with total assets in excess of $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment. (4) The undersigned is an employee benefit plan and either (i) all investment decisions are made by a bank, savings and loan association, insurance company, or registered investment advisor, or (ii) the undersigned has total assets in excess of $5,000,000 or (iii) if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors. (5) The undersigned is an entity in which all of the equity owners (in the case of a revocable living trust, its grantor(s)) are accredited investors (i.e. one or more of statements (6) through (10) are true and accurate with respect to any equity owner that is an entity, and one or more of statements (1) through (3) are true and accurate with respect to any equity owner that is an individual). (6) The undersigned is a "family office," as defined by the "family office rule" ...

Entity Investors. ☐ Taxable Trust ☐ Foundation/Endowment ☐ Grantor Trust ☐ Fund of Hedge Fund ☐ Other Disregarded Entity ☐ Charity/Welfare Organization ☐ Tax – Exempt Trust ☐ Insurance Company ☐ Corporation ☐ Employee Benefit Plan ☐ ▇▇▇▇▇ Plan ☐ Private Equity ☐ Partnership ☐ ▇▇▇▇ ▇▇▇▇▇▇▇ Plan ☐ LLC – C – Corp ☐ Pension Plan ☐ LLC – Partnership ☐ Qualified Pension Plan and Profit Sharing Plan ☐ LLC – S-Corp ☐ Estate – Name of Executor: ________________________________ ☐ S – Corporation ☐ Other: ____________________________ ☐ C – Corporation Custodian Name: ____________________________ Custodian Tax ID: ___________________________ Client Account Number: _____________________ Daytime Phone Number: ______________________ The undersigned confirm(s), which confirmation is made on behalf of the custodian, that the custodian will accept distributions on behalf of the Subscriber pursuant to an agreed upon custodial agreement between the Subscriber and the custodian. The custodian agrees to accept distributions on behalf of the Subscriber until such custodial agreement is amended, terminated or the Subscriber notifies Fortress Credit Realty Income Trust of a change in distribution methodology. X______________________________ __________ Custodian Signature Date

Entity Investors. If the Investor is other than a natural person, such Investor represents and warrants that: (i) it has not been formed, re-formed, or recapitalized for the specific purpose of purchasing the Shares, or if it has been formed or re-formed for such purpose, each of its beneficial owners of equity securities or equity interests (including partners, in the case of a partnership) is an "accredited investor," as defined in Rule 501(a) under the Act; (ii) it has been duly formed and is validly existing under the laws of the jurisdiction of its formation, with full power and authority to enter into the transactions contemplated by this Agreement; and (iii) this Agreement has been duly and validly authorized, executed, and delivered by it and, when executed and delivered by the Company, will constitute the valid, binding, and enforceable agreement of such entity, subject to general equitable principles (whether considered in a proceeding in equity or at law)

Entity Investors. If the Subscriber is a partnership, corporation, limited liability company, trust or other entity, the information requested in this section should be provided in regard to such entity. 1. Full legal name of entity: 2. Indicate type of entity: ___ General Partnership ___ Limited Partnership ___ Corporation ___ Limited Liability Company ___ Trust ___ Other (Specify) 3. Taxpayer Identification Number: 4. State in which organized or incorporated: 5. Date of organization or incorporation: 6. Was this partnership, corporation, limited liability company, trust or other entity for the specific purpose of acquiring the Shares? ___Yes ___ No

Entity Investors. Subscriber represents and warrants that the percentage of beneficial interests in Subscriber owned by New Issue Restricted Persons does not exceed the following percentage: %. [Subscriber must fill in the correct percentage in the foregoing space.] Subscriber agrees to notify the General Partner immediately if that percentage increases. If Subscriber represented that the percentage of its interests owned by New Issue Restricted Persons is more than 10%, Subscriber represents that (A) it has the authority pursuant to its governing documents to “carve out” New Issue Restricted Persons from participating in the Funds’ investments in these types of securities and (B) it will carve out such New Issue Restricted Persons to the extent required under the New Issue Rule provided that the Fund provides Subscriber with the relevant information required to do so. If you do not wish to participate in the Fund’s investments in these types of securities, please initial here ( ).

Entity Investors. The person signing on behalf of the Subscriber represents and warrants that (i) such partnership, corporation, trust, or other entity is an existing entity and has not been organized for the purpose of making this investment; (ii) the undersigned has the authority to sign this agreement, and any other documents in connection with an investment in the Restricted Shares, on the Subscriber=s behalf; (iii) the Subscriber has the power, right, and authority to invest in the Restricted Shares and enter into the transactions contemplated thereby; and (iv) all documents signed by the Subscriber in connection with the Company are valid and binding documents or agreements on the Subscriber enforceable in accordance with their terms.