Common use of Representations and Warranties, Acknowledgments, and Agreements Clause in Contracts

Representations and Warranties, Acknowledgments, and Agreements. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Partnership and the General Partner as follows: (a) The Purchaser is aware that an investment in the Class RA Interest involves a significant degree of risk, and has received the Partnership’s Offering Circular (the “Offering Circular”), which contains, in particular, the “Risk Factors” section therein. The Purchaser understands that the Partnership is subject to all the risks applicable to early-stage companies, whether or not set forth in such “Risk Factors”. The Purchaser acknowledges that no representations or warranties have been made to it or to its advisors or representatives with respect to the business or prospects of the Partnership or its financial condition. (b) The offering and sale of the Class RA Interest has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchaser understands that the offering and sale of the Class RA Interest is intended to be exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A thereof, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, the Purchaser qualification (“Purchaser Qualification and Attestation”) immediately following the signature page of this Subscription Agreement. The Purchaser is purchasing the Class RA Interest for its own account for investment purposes only and not with a view to or intent of resale or distribution thereof in violation of any applicable securities laws, in whole or in part. (c) The Purchaser, as set forth in the Purchaser Certification attached hereto, as of the date hereof is a “qualified purchaser” as that term is defined in Regulation A (a “Qualified Purchaser”). The Purchaser agrees to promptly provide the General Partner, the Broker (as defined on the first page hereto) and their respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of the Purchaser. (d) The Purchaser acknowledges that the Purchaser’s responses to the Purchaser qualification questions posed and reflected in the Purchaser Qualification and Attestation, are complete and accurate as of the date hereof. (e) The Purchaser acknowledges that neither the SEC nor any state securities commission or other regulatory authority has passed upon or endorsed the merits of the Offering of the Class RA Interest. (f) In evaluating the suitability of an investment in the Class RA Interest, the Purchaser has not relied upon any representation or information (oral or written) other than as set forth in the Offering Circular, the LP Agreement and this Subscription Agreement. (g) Except as previously disclosed in writing to the Partnership, the Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby and, in turn, to be paid to its selected dealers, and in all instances the Purchaser shall be solely liable for any such fees and shall indemnify the Partnership with respect thereto pursuant to paragraph 6 of this Subscription Agreement. (h) The Purchaser, together with its advisors, if any, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the Offering Circular to evaluate the merits and risks of an investment in the Class RA Interest and the Partnership and to make an informed investment decision with respect thereto. (i) The Purchaser is not relying on the Partnership, the General Partner, the Broker or any of their respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Class RA Interest, other than with respect to the opinion of legality of legal counsel provided at Exhibit 12.1 to the Offering Circular, and the Purchaser has relied on the advice of, or has consulted with, only its own advisors, if any, whom the Purchaser has deemed necessary or appropriate in connection with its purchase of the Class RA Interest. (j) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of the Purchaser's affiliates is required for the execution of this Subscription Agreement or the performance of the Purchaser's obligations hereunder, including, without limitation, the purchase of the Class RA Interest by the Purchaser. (k) The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity of its investment in the Class RA Interest for an indefinite period of time. (l) The Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; or (ii) if a corporation, partnership, or limited liability company or other entity, represents that such entity was not formed for the specific purpose of acquiring the Class RA Interest, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Class RA Interest, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership, xxxx, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the Partnership, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound. (m) Any power of attorney of the Purchaser granted in favor of the General Partner contained in the LP Agreement has been executed by the Purchaser in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.

Representations and Warranties, Acknowledgments, and Agreements. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Partnership and the General Partner Xxxxx Parties as follows: 4.1. The Purchaser has deposited funds through the investment platform organized and operated by Xxxxx Holdings, Inc. which is available on iOS and Android devices or the website at xxx.xxxxx.app (athe “Xxxxx Platform”) of at least the Subscription Price in the Purchaser’s personal account on the Xxxxx Platform (the “Purchaser’s Landa Account”). The Purchaser is aware that the funds in the Purchaser’s Landa Account will placed in a custody account maintained by Xxxxxxxxx. The Purchaser is aware that after the execution and delivery of this Subscription Agreement to the Manager, the Purchaser will be unable to withdraw any funds representing the Subscription Price, until either the portion of the subscription by the Purchaser to which such funds relate is rejected or the Offering is terminated in accordance with Section 2. 4.2. The Purchaser is aware that an investment in the Class RA Interest Shares involves a significant degree of risk, risk and has received and carefully read the Partnership’s Offering Circular (the “Offering Circular”), which containsand, in particular, the “Risk Factors” section therein, as well as the Offering Materials. The Purchaser understands that each of the Partnership Xxxxx Parties is subject to all the risks applicable to early-stage companies, whether or not set forth in such “Risk Factors”. .” The Purchaser acknowledges that no representations or warranties have been made to it or to its advisors or representatives with respect to the business or prospects of the Partnership Landa Financing or its financial condition. (b) 4.3. The offering and sale of the Class RA Interest Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchaser understands that the offering and sale of the Class RA Interest Shares is intended to be exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A thereof, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, as well as the Purchaser Purchaser’s responses to the investor qualification (questions and to the Purchaser’s status as a “Purchaser Qualification and Attestation”) immediately following Qualified Purchaser” set forth on the signature page of this Subscription Agreement. Xxxxx Platform.The Purchaser is purchasing the Class RA Interest Shares for its own account for investment purposes only and not with a view to or intent of resale or distribution thereof in violation of any applicable securities laws, in whole or in part. (c) 4.4. The Purchaser, as set forth in the Purchaser Certification attached hereto, as of the date hereof is a “qualified purchaser” as that term is defined in Regulation A (a “Qualified Purchaser”) either because: (i) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, or (ii) the Subscription Price, together with any other amounts previously used to purchase Shares in this offering, does not exceed ten percent (10%) of the greater of Purchaser’s annual income or net worth (or in the case where the Purchaser is a non-natural person, their revenue or net assets for the Purchaser’s most recently completed fiscal year end). The Purchaser represents that to the extent it has any questions with respect to its status as a Qualified Purchaser, or the application of the investment limits, it has sought professional advice.The Purchaser agrees to promptly provide the General Partner, Xxxxx Parties and/or the Broker (as defined on the first page hereto) Dealer and their respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of the Purchaser. (d) 4.5. The Purchaser acknowledges that information furnished by the Purchaser on the Xxxxx Platform, including, but not limited to, the Purchaser’s responses to the Purchaser investor qualification questions posed and reflected in to the Purchaser’s status as a Qualified Purchaser Qualification and Attestation, are complete and accurate as of the date hereof. (e) 4.6. The Purchaser acknowledges that neither the SEC nor any state securities commission or other regulatory authority has passed upon or endorsed the merits of the Offering offering of the Class RA InterestShares. (f) 4.7. In evaluating the suitability of an investment in the Class RA InterestShares, the Purchaser has not relied upon any representation or information (oral or written) other than as set forth in the Offering Circular, the LP Operating Agreement and this Subscription Agreement. (g) 4.8. Except as previously disclosed in writing to the PartnershipLanda Financing, the Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby and, in turn, to be paid to its selected dealers, and in all instances the Purchaser shall be solely liable for any such fees and shall indemnify the Partnership Landa Financing with respect thereto pursuant to paragraph 6 Section 5 of this Subscription Agreement. (h) 4.9. The Purchaser, together with its advisors, if any, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the Offering Circular to evaluate the merits and risks of an investment in the Class RA Interest Shares and the Partnership Landa Financing and to make an informed investment decision with respect thereto. (i) 4.10. The Purchaser is not relying on the Partnership, the General Partnerany Landa Parties, the Broker Dealer or any of their respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Class RA InterestShares, other than with respect to the opinion of legality of legal counsel provided at as Exhibit 12.1 to the Offering Circular, and the Purchaser has relied on the advice of, or has consulted with, only its own advisors, if any, whom the Purchaser has deemed necessary or appropriate in connection with its purchase of the Class RA InterestShares. (j) 4.11. No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of the Purchaser's ’s affiliates is required for the execution of this Subscription Agreement or the performance of the Purchaser's ’s obligations hereunder, including, without limitation, the purchase of the Class RA Interest Shares by the Purchaser. (k) 4.12. The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity of its investment in the Class RA Interest Shares for an indefinite period of time. (l) 4.13. The Purchaser (ia) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; or (iib) if a corporation, partnership, or limited liability company or other entity, represents that such entity was not formed for the specific purpose of acquiring the Class RA InterestShares, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Class RA InterestShares, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iiic) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership, xxxx, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the PartnershipLanda Financing, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. .The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound. (m) 4.14. Any power of attorney of the Purchaser granted in favor of the General Partner Manager contained in the LP Operating Agreement has been executed by the Purchaser in compliance with the laws of the state, province or jurisdiction in which such agreements were executed. 4.15. The Purchaser is either (a) a natural person resident in the United States, (b) a partnership, corporation or limited liability company organized under the laws of the United States, (c) an estate of which any executor or administrator is a U.S. person, (d) a trust of which any trustee is a U.S. person, (e) an agency or branch of a foreign entity located in the United States, (f) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person, or (g) a partnership or corporation organized or incorporated under the laws of a foreign jurisdiction that was formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts.The Purchaser is not (i) a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States, (ii) an estate of which any professional fiduciary acting as executor or administrator is a U.S. person if an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (iii) a trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person, (iv) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country, or (v) an agency or branch of a U.S. person located outside the United States that operates for valid business reasons engaged in the business of insurance or banking that is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located. 4.16. Any information which the Purchaser has heretofore furnished or is furnishing herewith to the Xxxxx Parties and/or the Broker Dealer, including information furnished by the Purchaser on the Xxxxx Platform, is true, complete and accurate and may be relied upon by Landa Financing, the Manager, and the Broker Dealer, in particular, in determining the availability of an exemption from registration under federal and state securities laws in connection with the Offering.The Purchaser further represents and warrants that it will notify and supply corrective information to Landa Financing immediately upon the occurrence of any change therein occurring prior to Landa Financing’s issuance of the Shares. 4.17. The Purchaser is not, nor is it acting on behalf of, an employee benefit plan within the meaning of Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Part 4, Subtitle B, Title I of ERISA, or an entity, including any insurance company general account, whose underlying assets constitute “plan assets”, within the meaning of 29 C.F.R. Section 2510.3-101 (as modified by Section 3(42) of ERISA, the “Plan Assets Regulation”), by reason of such an employee benefit plan’s investment in such entity.

Representations and Warranties, Acknowledgments, and Agreements. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Partnership and the General Partner Xxxxx Parties as follows: 4.1. The Purchaser has deposited funds through the investment platform organized and operated by Xxxxx Holdings, Inc. which is available on iOS and Android devices or the website at xxx.xxxxx.xxx (athe “Xxxxx Platform”) of at least the Subscription Price in the Purchaser’s personal account on the Xxxxx Platform (the “Purchaser’s Xxxxx Account”). The Purchaser is aware that the funds in the Purchaser’s Xxxxx Account will placed in a custody account maintained by Xxxxxxxxx. The Purchaser is aware that after the execution and delivery of this Subscription Agreement to the Manager, the Purchaser will be unable to withdraw any funds representing the Subscription Price, until either the portion of the subscription by the Purchaser to which such funds relate is rejected or the Offering is terminated in accordance with Section 2. 4.2. The Purchaser is aware that an investment in the Class RA Interest Shares involves a significant degree of risk, risk and has received and carefully read the Partnership’s Offering Circular (the “Offering Circular”), which containsand, in particular, the “Risk Factors” section therein, as well as the Offering Materials. The Purchaser understands that each of the Partnership Xxxxx Parties is subject to all the risks applicable to early-stage companies, whether or not set forth in such “Risk Factors”. .” The Purchaser acknowledges that no representations or warranties have been made to it or to its advisors or representatives with respect to the business or prospects of the Partnership Xxxxx Financing or its financial condition. (b) 4.3. The offering and sale of the Class RA Interest Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchaser understands that the offering and sale of the Class RA Interest Shares is intended to be exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A thereof, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, as well as the Purchaser Purchaser’s responses to the investor qualification (questions and to the Purchaser’s status as a “Purchaser Qualification and Attestation”) immediately following Qualified Purchaser” set forth on the signature page of this Subscription Agreement. Xxxxx Platform.The Purchaser is purchasing the Class RA Interest Shares for its own account for investment purposes only and not with a view to or intent of resale or distribution thereof in violation of any applicable securities laws, in whole or in part. (c) 4.4. The Purchaser, as set forth in the Purchaser Certification attached hereto, as of the date hereof is a “qualified purchaser” as that term is defined in Regulation A (a “Qualified Purchaser”) either because: (i) the Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, or (ii) the Subscription Price, together with any other amounts previously used to purchase Shares in this offering, does not exceed ten percent (10%) of the greater of Purchaser’s annual income or net worth (or in the case where the Purchaser is a non-natural person, their revenue or net assets for the Purchaser’s most recently completed fiscal year end). The Purchaser represents that to the extent it has any questions with respect to its status as a Qualified Purchaser, or the application of the investment limits, it has sought professional advice.The Purchaser agrees to promptly provide the General Partner, Xxxxx Parties and/or the Broker (as defined on the first page hereto) Dealer and their respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of the Purchaser. (d) 4.5. The Purchaser acknowledges that information furnished by the Purchaser on the Xxxxx Platform, including, but not limited to, the Purchaser’s responses to the Purchaser investor qualification questions posed and reflected in to the Purchaser’s status as a Qualified Purchaser Qualification and Attestation, are complete and accurate as of the date hereof. (e) 4.6. The Purchaser acknowledges that neither the SEC nor any state securities commission or other regulatory authority has passed upon or endorsed the merits of the Offering offering of the Class RA InterestShares. (f) 4.7. In evaluating the suitability of an investment in the Class RA InterestShares, the Purchaser has not relied upon any representation or information (oral or written) other than as set forth in the Offering Circular, the LP Operating Agreement and this Subscription Agreement. (g) 4.8. Except as previously disclosed in writing to the PartnershipXxxxx Financing, the Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby and, in turn, to be paid to its selected dealers, and in all instances the Purchaser shall be solely liable for any such fees and shall indemnify the Partnership Xxxxx Financing with respect thereto pursuant to paragraph 6 Section 5 of this Subscription Agreement. (h) 4.9. The Purchaser, together with its advisors, if any, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the Offering Circular to evaluate the merits and risks of an investment in the Class RA Interest Shares and the Partnership Xxxxx Financing and to make an informed investment decision with respect thereto. (i) 4.10. The Purchaser is not relying on the Partnership, the General Partnerany Xxxxx Parties, the Broker Dealer or any of their respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Class RA InterestShares, other than with respect to the opinion of legality of legal counsel provided at as Exhibit 12.1 to the Offering Circular, and the Purchaser has relied on the advice of, or has consulted with, only its own advisors, if any, whom the Purchaser has deemed necessary or appropriate in connection with its purchase of the Class RA InterestShares. (j) 4.11. No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of the Purchaser's ’s affiliates is required for the execution of this Subscription Agreement or the performance of the Purchaser's ’s obligations hereunder, including, without limitation, the purchase of the Class RA Interest Shares by the Purchaser. (k) 4.12. The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity of its investment in the Class RA Interest Shares for an indefinite period of time. (l) 4.13. The Purchaser (ia) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; or (iib) if a corporation, partnership, or limited liability company or other entity, represents that such entity was not formed for the specific purpose of acquiring the Class RA InterestShares, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Class RA InterestShares, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iiic) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership, xxxx, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the PartnershipXxxxx Financing, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. .The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound. (m) 4.14. Any power of attorney of the Purchaser granted in favor of the General Partner Manager contained in the LP Operating Agreement has been executed by the Purchaser in compliance with the laws of the state, province or jurisdiction in which such agreements were executed. 4.15. The Purchaser is either (a) a natural person resident in the United States, (b) a partnership, corporation or limited liability company organized under the laws of the United States, (c) an estate of which any executor or administrator is a U.S. person, (d) a trust of which any trustee is a U.S. person, (e) an agency or branch of a foreign entity located in the United States, (f) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person, or (g) a partnership or corporation organized or incorporated under the laws of a foreign jurisdiction that was formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts.The Purchaser is not (i) a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States, (ii) an estate of which any professional fiduciary acting as executor or administrator is a U.S. person if an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (iii) a trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person, (iv) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country, or (v) an agency or branch of a U.S. person located outside the United States that operates for valid business reasons engaged in the business of insurance or banking that is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located. 4.16. Any information which the Purchaser has heretofore furnished or is furnishing herewith to the Xxxxx Parties and/or the Broker Dealer, including information furnished by the Purchaser on the Xxxxx Platform, is true, complete and accurate and may be relied upon by Xxxxx Xxxxxxxxx, the Manager, and the Broker Dealer, in particular, in determining the availability of an exemption from registration under federal and state securities laws in connection with the Offering.The Purchaser further represents and warrants that it will notify and supply corrective information to Xxxxx Financing immediately upon the occurrence of any change therein occurring prior to Xxxxx Financing’s issuance of the Shares. 4.17. The Purchaser is not, nor is it acting on behalf of, an employee benefit plan within the meaning of Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Part 4, Subtitle B, Title I of ERISA, or an entity, including any insurance company general account, whose underlying assets constitute “plan assets”, within the meaning of 29 C.F.R. Section 2510.3-101 (as modified by Section 3(42) of ERISA, the “Plan Assets Regulation”), by reason of such an employee benefit plan’s investment in such entity.

Representations and Warranties, Acknowledgments, and Agreements. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Partnership and the General Partner Company as follows: (a) a. The Purchaser is aware that an investment in the Class RA Interest Shares involves a significant degree of risk, and has received the PartnershipCompany’s Offering Circular (the “Offering Circular”), which containsand, in particular, the “Risk Factors” section therein. The Purchaser understands that the Partnership Company is subject to all the risks applicable to early-stage companies, whether or not set forth in such “Risk Factors”. The Purchaser acknowledges that no representations or warranties have been made to it or to its advisors or representatives with respect to the business or prospects of the Partnership or its financial condition. (b) b. The offering and sale of the Class RA Interest Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchaser understands that the offering and sale of the Class RA Interest Shares is intended to be exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A thereof, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, the Purchaser investor qualification (“Purchaser Investor Qualification and Attestation”) immediately following the signature page of this Subscription Agreement. The Purchaser is purchasing the Class RA Interest Shares for its own account for investment purposes only and not with a view to or intent of resale or distribution thereof in violation of any applicable securities laws, in whole or in part. (c) c. The Purchaser, as set forth in the Purchaser Investor Certification attached hereto, as of the date hereof is a “qualified purchaser” as that term is defined in Regulation A (a “Qualified Purchaser”). The Purchaser agrees to promptly provide the General Partner, the Broker (as defined on the first page hereto) Company and their its respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of the Purchaser. (d) d. The Purchaser acknowledges that the Purchaser’s responses to the Purchaser qualification questions posed and reflected in the Purchaser Investor Qualification and Attestation, are complete and accurate as of the date hereof. (e) e. The Purchaser acknowledges that neither the SEC nor any state securities commission or other regulatory authority has passed upon or endorsed the merits of the Offering offering of the Class RA InterestShares. (f) f. In evaluating the suitability of an investment in the Class RA InterestShares, the Purchaser has not relied upon any representation or information (oral or written) other than as set forth in the Offering Circular, the LP Agreement Circular and this Subscription Agreement. (g) g. Except as previously disclosed in writing to the PartnershipCompany, the Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby and, in turn, to be paid to its selected dealers, and in all instances the Purchaser shall be solely liable for any such fees and shall indemnify the Partnership Company with respect thereto pursuant to paragraph 6 of this Subscription Agreement. (h) h. The Purchaser, together with its advisors, if any, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the Offering Circular to evaluate the merits and risks of an investment in the Class RA Interest Shares and the Partnership Company and to make an informed investment decision with respect thereto. (i) i. The Purchaser is not relying on the Partnership, the General Partner, the Broker Company or any of their its respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Class RA InterestShares, other than with respect to the opinion of legality of legal counsel provided at Exhibit 12.1 to the Offering Circular, and the Purchaser has relied on the advice of, or has consulted with, only its own advisors, if any, whom the Purchaser has deemed necessary or appropriate in connection with its purchase of the Class RA InterestShares. (j) j. No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of the Purchaser's affiliates is required for the execution of this Subscription Agreement or the performance of the Purchaser's obligations hereunder, including, without limitation, the purchase of the Class RA Interest Shares by the Purchaser. (k) k. The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity of its investment in the Class RA Interest Shares for an indefinite period of time. (l) l. The Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 (or 18 in states with such applicable age limit) and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; or (ii) if a corporation, partnership, or limited liability company or other entity, represents that such entity was not formed for the specific purpose of acquiring the Class RA InterestShares, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Class RA InterestShares, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership, xxxx, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the PartnershipCompany, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound. (m) m. Any power of attorney of the Purchaser granted in favor of the General Partner Company contained in the LP Agreement Offering Circular has been executed by the Purchaser in compliance with the laws of the state, province or jurisdiction in which such agreements were executed. n. If an entity, the Purchaser has its principal place of business or, if a natural person, the Purchaser has its primary residence, in the jurisdiction (state and/or country) set forth in the “Investor Qualification and Attestation” section of this Subscription Agreement. The Purchaser first learned of the offer and sale of the Shares in the state listed in the “Investor Qualification and Attestation” section of this Subscription Agreement, and the Purchaser intends that the securities laws of that state shall govern the purchase of the Purchaser’s Shares. o. The Purchaser is either (i) a natural person resident in the United States,

Representations and Warranties, Acknowledgments, and Agreements. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Partnership Company, Nestake LLC Series #1-7Palm Dubai and the General Partner Manager as follows: (a) 5.1. The Purchaser is aware that an investment in the Class RA Interest #1-7Palm Dubai Interests involves a significant degree of risk, and has received and carefully read the Partnership’s Offering Circular (the “Offering Circular”), which containsand Private Placement Memorandum, in particular, the “Risk Factors” section therein. The Purchaser understands that the Partnership Company is subject to all the risks applicable to early-early- stage companies, whether or not set forth in such “Risk Factors”. .” The Purchaser acknowledges that no representations or warranties have been made to it or to its advisors or representatives with respect to the business or prospects of the Partnership Company, #1-7Palm Dubai, or its their financial condition. (b) 5.2. The offering and sale of the Class RA Interest #1-7Palm Dubai Interests has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchaser understands that the offering and sale of the Class RA Interest #1-7Palm Dubai Interests is intended to be exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A S thereof, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, the Purchaser qualification (“Purchaser Qualification and Attestation”) immediately following the signature page of this Subscription Agreement. The Purchaser is purchasing the Class RA Interest #1-7Palm Dubai Interests for its own account for investment purposes only and not with a view to or intent of resale or distribution thereof in violation of any applicable securities laws, in whole or in part. (c) 5.3. The PurchaserPurchaser is neither a U.S. person nor acquiring the Shares for the account or benefit of any U.S. person. The Subscriber, if other than a natural person, was not formed for the purpose of acquiring the Shares. The Purchaser understands that a “U.S. person”, as set forth defined by Regulation S, includes any natural person resident in the Purchaser Certification attached hereto, as United States; any partnership or corporation organized or incorporated under the laws of the date hereof United States; any estate of which any executor or administrator is a “qualified purchaser” as that term U.S. person”; any trust of which any trustee is defined in Regulation A (a “Qualified PurchaserU.S. person”). The Purchaser agrees to promptly provide the General Partner, the Broker (as defined on the first page hereto) and their respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status ; any agency or branch of the Purchaser. (d) The Purchaser acknowledges that the Purchaser’s responses to the Purchaser qualification questions posed and reflected a foreign entity located in the Purchaser Qualification and Attestation, are complete and accurate as of the date hereof.United States; (e) 5.4. The Purchaser acknowledges that neither the SEC nor any state securities commission or other regulatory authority has passed upon or endorsed the merits of the Offering offering of the Class RA Interest#1-7Palm Dubai Interests. (f) 5.5. In evaluating the suitability of an investment in the Class RA Interest#1-7Palm Dubai Interests, the Purchaser has not relied upon any representation or information (oral or written) other than as set forth in the Offering Circular, the LP Agreement Operating Agreement, Private Placement Memorandum and this Subscription Agreement. (g) Except as previously disclosed in writing to 5.4. The Purchaser meets the Partnership, the Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating suitability standards applicable to this Subscription Agreement or investment as described in the transactions contemplated hereby and, in turn, to be paid to its selected dealers, Private Placement Memorandum and in all instances the Purchaser shall be solely liable for any such fees and shall indemnify the Partnership with respect thereto pursuant to paragraph 6 of this Subscription Agreement. (h) The Purchaser, together with its advisors, if any, has such sufficient knowledge and experience in financial, tax, financial and business matters, and, in particular, investments in securities, so as to enable it to utilize the Offering Circular matters to evaluate the merits and risks of an investment in the Class RA Interest and the Partnership and to make an informed investment decision with respect theretothis investment. (i) The Purchaser is not relying on the Partnership, the General Partner, the Broker or any of their respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Class RA Interest, other than with respect to the opinion of legality of legal counsel provided at Exhibit 12.1 to the Offering Circular, and the Purchaser has relied on the advice of, or has consulted with, only its own advisors, if any, whom the Purchaser has deemed necessary or appropriate in connection with its purchase of the Class RA Interest. (j) No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of the Purchaser's affiliates is required for the execution of this Subscription Agreement or the performance of the Purchaser's obligations hereunder, including, without limitation, the purchase of the Class RA Interest by the Purchaser. (k) The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity of its investment in the Class RA Interest for an indefinite period of time. (l) The Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; or (ii) if a corporation, partnership, or limited liability company or other entity, represents that such entity was not formed for the specific purpose of acquiring the Class RA Interest, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Class RA Interest, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership, xxxx, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the Partnership, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound. (m) Any power of attorney of the Purchaser granted in favor of the General Partner contained in the LP Agreement has been executed by the Purchaser in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.