INVESTOR SUITABILITY STANDARDS. The Company intends to sell the Membership Interests to qualified investors, including (i) “accredited investors” under Rule 501(a) of Regulation D (as explained below) and (ii) all other Investors so long as their investment in the Membership Interests does not represent more than Ten Percent (10%) of the greater of the Investor’s, alone or together with a spouse, annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). The Membership Interests are offered hereby and sold to Investors that meet one of the categories (i.e., Accredited Investors and Investors whose investment in the Membership Interests does not represent more than Ten Percent (10%) of the applicable amount). To qualify as an “Accredited Investor”, for purposes of satisfying one of the tests in the “qualified purchaser” definition, an Investor must meet ONE of the following conditions:
(a) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.00; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered adviser, or if the employee benefit plan has total assets in excess of $5,000,000.00 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
(b) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
(c) A...
INVESTOR SUITABILITY STANDARDS. During any public offering of its Common Shares and until the earlier of a Liquidity Event or the date the Company is no longer subject to the Omnibus Guidelines, the Company and those selling Common Shares on its behalf shall, with respect to share offers and sales in which they are broker of record, assure that such Common Shares are offered and sold pursuant only to prospective investors who, in each case, meet the income and Net Worth “Suitability Standards” as specified in the Company’s prospectus for the Common Shares (as the same may be amended or supplemented from time to time) and the Omnibus Guidelines.
INVESTOR SUITABILITY STANDARDS. The Company intends to sell the Class A Units to qualified investors, including (i) “accredited investors” under Rule 501(a) of Regulation D (as explained below) and (ii) all other Investors so long as their investment in the Class A Units does not represent more than ten percent (10%) of the greater of the Investor’s, alone or together with a spouse, annual income or net worth (for natural persons), or ten percent (10%) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). The Class A Units are offered hereby and sold to Investors that meet one of the categories (i.e., accredited investors and Investors whose investment in the Class A Units does not represent more than ten percent (10%) of the applicable amount).
INVESTOR SUITABILITY STANDARDS. The Company intends to sell the Promissory Notes to qualified investors, including “accredited investors” and to a maximum of five hundred (500) sophisticated non-accredited investors who meet the conditions set forth below. All investors who are not deemed “accredited” shall supply such information to the Company as the Company may deem necessary (in its sole and absolute discretion) to determine that the investor, or his, her or its purchaser representative, renders the investor capable of evaluating risks of a proposed investment in the Promissory Notes and meets one of the conditions set forth below. All investors, whether deemed “Accredited” or “non-accredited” must meet one of the standards set forth below (as applicable to each investor) and have such knowledge and experience in financial matters, either alone or together with a purchaser representative, to make them capable of evaluating the merits and risks of such an investment in the Notes being offered. The Notes will be sold to a maximum of five Hundred (500) non-accredited public investors who meet ONE the following conditions: (Please provide Purchaser’s initials next to the category the Purchaser meets below, by providing Purchaser’s initials, Purchaser warrants that such information is true, current, and accurate and Purchaser meets one of the conditions below)
___ 1. A minimum annual gross income of seventy thousand dollars ($70,000) AND a minimum net worth of seventy thousand dollars ($70,000); OR
___ 2. A minimum net worth of two hundred and fifty thousand dollars ($250,000), exclusive of automobile, home and home furnishings. SUBSCRIPTION AGREEMENT CF FUND II, LLC The Notes will also be sold to a maximum of two thousand (2000) “Accredited Investors”. To qualify as an “Accredited Investor” an investor must meet ONE of the following conditions:
(a) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Bus...
INVESTOR SUITABILITY STANDARDS. A purchase of the Shares pursuant to the Subscription Agreement involves a high degree of risk and is suitable only for persons of substantial financial means who have no need for liquidity in their investments. The offer, offer for sale, and sale of the Shares is intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder (“Regulation D”) or another exemption thereunder and is intended to be exempt from the registration requirements of applicable state securities laws. Rule 501(a) of Regulation D defines an “accredited investor” as any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:
INVESTOR SUITABILITY STANDARDS. The Company intends to sell the Shares to qualified investors, including (i) “accredited investors” under Rule 501(a) of Regulation D (as explained below) and (ii) all other Investors so long as their investment in the Shares does not represent more than ten percent (10%) of the greater of the Investor’s, alone or together with a spouse, annual income or net worth (for natural persons), or ten percent (10%) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). The Shares are offered hereby and sold to Investors that meet one of the categories (i.e., accredited investors and Investors whose investment in the Shares does not represent more than ten percent (10%) of the applicable amount).
INVESTOR SUITABILITY STANDARDS. 2 MANAGER................................................................................................................4
INVESTOR SUITABILITY STANDARDS. The LLC intends to sell the Interests to an unlimited number of “accredited investors,” and to no more than thirty-five (35) other investors. All investors who are not deemed “accredited” shall supply such information to the LLC, as the LLC may deem necessary to determine that the investor, or their purchaser representative, render the investor capable of evaluating risks of a proposed investment in an Interest. To qualify as an “accredited investor,” an investor must meet any of the following:
(a) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
(b) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
(c) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
(d) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
(e) Any nat...
INVESTOR SUITABILITY STANDARDS. A purchase of the Units involves a high degree of risk and is suitable only for persons of substantial financial means who have no need for liquidity in their investments. The offer, offer for sale, and sale of the securities are intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Regulation D promulgated thereunder ("Regulation D"), and are intended to be exempt from the requirements of applicable state securities laws. The Units are being offered and sold only to up to thirty-five (35) "non-accredited investors" and to "accredited investors," as those terms are defined in Regulation D. Regulation D defines an "accredited investor" as follows:
INVESTOR SUITABILITY STANDARDS. A purchase of the Units involves a high degree of risk and is suitable only for persons of substantial financial means who have no need for liquidity in their investments. The offer, offer for sale, and sale of the securities are intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the ‘Securities Act’), pursuant to Regulation D promulgated thereunder (“Regulation D”), and are intended to be exempt from the requirements of applicable state securities laws.
