Common use of Representations of the Undersigned Clause in Contracts

Representations of the Undersigned. The Offeree understands that the Board of Managers, the Officers, and the Members of the Offeror will be relying on the accuracy and completeness of the responses and representations made by the Offeree to Raise Green and in this Agreement, including those set forth below: 1. The Offeree acknowledges that the Offeree has received, without limitation, the following information regarding the Offeror and that the Offeree is familiar with and understands the business and financial position of the Offeror, the risks of an investment in the Offeror, and the rights and restrictions applicable to the Subscribed Note as set forth therein: i. The Form C submitted by the Company to the SEC, together with all related attachments or disclosures thereto, a copy of which is available through the SEC’s XXXXX database(collectively, the “Offering Disclosure Documents”). 2. The Offeree represents and warrants that: i. The Offeree (together with their professional advisors or representatives, if any) has sufficient knowledge and experience in business and financial matters to be capable of evaluating the merits and risks of an investment in the Offeror and the Subscribed Note; and ii. The Offeree can bear the economic risk of the purchase of the Subscribed Note, including the total loss of the Offeree’s investment in the Subscribed Note, and has adequate means for the Offeree’s current needs and possible contingencies and has no need for liquidity in this investment. 3. The Offeree represents and warrants that the Offeree understands that no federal or state agency, including the Securities and Exchange Commission, has passed upon, or endorsed, the merits of this Offering or the accuracy or adequacy of the information contained in the Offering Disclosure Documents, or made any finding or determination as to the appropriateness of the Subscribed Note for public investment. The Offeree represents and warrants that the Offeree understands that the Subscribed Note has not been registered under the Act or the securities laws of any state (including, but not limited to, the Commonwealth of Pennsylvania), and shall be subject to any applicable restrictions on transfer as may be set forth in the Offering Disclosure Documents or under applicable law. 4. The Offeree represents and warrants that the Offeree is acquiring the Subscribed Note for their own account without a view to public distribution or resale and that the Offeree has no agreement or arrangement to sell, or otherwise transfer, or dispose of any of the Subscribed Note to any other person of said Subscribed Note. The Offeree understands that the Securities are restricted from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities Act, an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfunding), after which certain state restrictions may apply. The Offeree confirms that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to Section 227.501 of Regulation Crowdfunding which applies specific limitations for the first year after purchase of the newly issued Notes. After the one year period, any agreement to transfer or sell the securities will be authorized only by the written confirmation of both the Offeree and the Company. See Appendix 3 - Restrictions on the Transfer or Sale of Securities - for important details on restrictions. 5. The Offeree represents and warrants that the Offeree understands that the Offeror has no obligation or intention to register any of the Subscribed Notes for resale under the Act or any state securities laws, or to take any action which would make available any exemption from the registration requirements of any such laws, and that the Offeree may be precluded from selling or otherwise transferring the Subscribed Notes or any portion thereof unless the transfer is otherwise in accordance with such laws and the terms of the Offering Disclosure Documents. Even if the Securities become freely transferable, a secondary market in the Subscribed Notes may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. The Offeree acknowledges that the Company is authorized to issue uncertificated Securities, and hereby waives the Offeree’s right to receive a physical certificate representing the Subscribed Notes and consents and agrees to the issuance of uncertificated Securities. The Company will maintain all books and records electronically. 6. The Offeree confirms that the Company has not: (A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Subscribed Note; or (B) made any representation to the Offeree regarding the legality of an investment in the Subscribed Note under applicable legal investment or similar laws or regulations. The Offeree represents and warrants that, in determining to purchase the Subscribed Note, the Offeree has relied solely upon the advice of the Offeree’s legal counsel, accountant and/or other financial advisors with respect to the tax, investment, and other consequences involved in purchasing the Subscribed Note, and acknowledges that the information provided in the Offering Disclosure Documents does not constitute investment, accounting, legal, or tax advice. 7. The Offeree is familiar with the business and financial condition and operations of the Company, all as described in the Offering Disclosure Documents. The Offeree has had access to such information concerning the Company and the Securities as the Offeree deems necessary to enable it to make an informed investment decision concerning the purchase of the Securities. The Offeree has read the Offering Disclosure Documents (including, without limitation, any disclosure related to certain “risk factors” incident to an investment in the Subscribed Notes) furnished to the undersigned, including all exhibits, appendices, attachments, and supplements (if any) thereto. The Offeree acknowledges that the Offeree had been offered the opportunity to ask such questions and inspect such documents concerning the Offeror and its business and affairs as the Offeree has requested. The Offeree understands the nature of an investment in the Offeror and the risks associated with such an investment. 8. The Offeree certifies that the Offeree is not subject to backup withholding either because the Offeree has not been notified that the Offeree is subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified the Offeree that they are no longer subject to backup withholding. 9. The Offeree represents and warrants that the Offeree: (i) if the Offeree is an individual, that the Offeree is at least eighteen (18) years of age; (ii) maintains their principal residence in the State shown below; and (iii) has the adequate means of providing for their current needs and personal and/or business contingencies. The Offeree further represents and warrants that any personal financial information which they have provided when signing up for their Raise Green account and in this Agreement accurately reflects their financial condition at the date of this Agreement, and the Offeree anticipates no material adverse change to that condition. 10. The Offeree represents and warrants that the Offeree understands that they may not cancel, terminate or revoke this Agreement except as may be applicable in accordance with the Pennsylvania Securities Act, the Securities Act, or other applicable law, and that this Agreement shall survive their death or disability and shall be binding on their heirs, executors, administrators, successors and assigns; provided, however, that nothing in this Section shall be deemed to affect the Offeree’s right to unconditionally cancel any investment commitment made in connection with the Offering for any reason until 48 hours prior to the close of the Offering. 11. The Offeree agrees that, within ten (10) days after the receipt of a written request from the Offeror, the Offeree will provide such information, and shall execute and deliver such documents, as reasonably may be necessary to comply with any and all laws and regulations to which the Offeror is subject. 12. The Offeree represents and warrants that all of the information the Offeree has provided in this Agreement is complete, true and correct. The Offeree will notify Raise Green at I xxx@xxxxxxxxxx.xxx immediately of any material change in any statement made by the Offeree in this Agreement occurring prior to the closing of their purchase of the Subscribed Note. 13. The Offeree understands that during the Offering Period any material updates to the Offering, if any, will be communicated to you via email from Raise Green and available on the Company’s Offering Page at w xx.xxxxxxxxxx.xxx. Offeree will be asked to reconfirm your investment commitment by responding to the email, and not required to reconfirm by resigning the Subscription Agreement unless otherwise notified.

Appears in 2 contracts

Samples: Subscription Agreement, Subscription Agreement

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Representations of the Undersigned. The Offeree undersigned has all requisite authority (and in the case of an individual, the capacity) to purchase the Note, enter into this Subscription Agreement and the form of Note attached hereto as Appendix 1, and to perform all the obligations required to be performed by the undersigned pursuant to this Agreement, and such purchase will not contravene with any law, rule or regulation binding on the undersigned or any investment guideline or restriction applicable to the undersigned. The Offeree understands that the Board of Managers, the Officers, and the Members of the Offeror Offeror will be relying on the accuracy and completeness of the responses and representations made by the Offeree Offeree to Raise Green and in this Agreement, including those set forth below: 1. The Offeree acknowledges Offeree represents and warrants that the Offeree Offeree has received, without limitation, the following information regarding the Offeror Offeror and that the Offeree Offeree is familiar with and understands the business and financial financial position of the OfferorOfferor, the risks of an investment in the OfferorOfferor, and the rights and restrictions applicable to the Subscribed Note as set forth therein: i. The Form C submitted by the Company to the SEC, together with all related attachments or disclosures thereto, a copy of which is available through the SEC’s XXXXX database(collectivelydatabase (collectively, the “Offering Offering Disclosure Documents”). 2. The Offeree Offeree represents and warrants that: i. The Offeree Offeree (together with their professional advisors or representatives, if any) has sufficient sufficient knowledge and experience in business and financial financial matters to be capable of evaluating the merits and risks of an investment in the Offeror Offeror and the Subscribed Note; and ii. The Offeree Offeree can bear the economic risk of the purchase of the Subscribed Note, including the total loss of the OffereeOfferee’s investment in the Subscribed Note, and has adequate means for the OffereeOfferee’s current needs and possible contingencies and has no need for liquidity in this investment. 3. The Offeree Offeree represents and warrants that the Offeree Offeree understands that no federal or state agency, including the Securities and Exchange CommissionSEC, has passed upon, or endorsed, the merits of this Offering Offering or the accuracy or adequacy of the information contained in the Offering Offering Disclosure Documents, or made any finding finding or determination as to the appropriateness of the Subscribed Note for public investment. The Offeree represents and warrants that the Offeree understands Offeree acknowledges that the Subscribed Note has not been registered under the Act or the securities laws of any state (including, but not limited to, the Commonwealth state of PennsylvaniaDelaware), and shall be subject to any applicable restrictions on transfer as may be set forth in the Offering Offering Disclosure Documents or under applicable law. 4. The Offeree Offeree represents and warrants that the Offeree Offeree is acquiring the Subscribed Note for their own account without a view to public distribution or resale and that the Offeree Offeree has no agreement or arrangement to sell, or otherwise transfer, or dispose of any of the Subscribed Note to any other person of said Subscribed Note. The Offeree Offeree understands that the Securities are restricted from transfer for a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") SEC provide in substance that the undersigned may dispose of the Securities only pursuant to an effective effective registration statement under the Securities Act, an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfunding), after which certain state restrictions may apply. The Offeree confirms Offeree confirms that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer offer or attempt to do any of the foregoing, except pursuant to Section 227.501 of Regulation Crowdfunding which applies specific specific limitations for the first first year after purchase of the newly issued Notes. After the one year period, any agreement to transfer or sell the securities Note will be authorized only by the written confirmation confirmation of both the Offeree Offeree and the CompanyOfferor. See Appendix 3 - Restrictions on the Transfer or Sale of Securities - for important details on restrictions. 5. The Offeree Offeree represents and warrants that the Offeree Offeree understands that the Offeror Offeror has no obligation or intention to register any of the Subscribed Notes for resale under the Act or any state securities laws, or to take any action which would make available any exemption from the registration requirements of any such laws, and that the Offeree Offeree may be precluded from selling or otherwise transferring the Subscribed Notes or any portion thereof unless the transfer is otherwise in accordance with such laws and the terms of the Offering Offering Disclosure Documents. Even if the Securities Subscribed Notes become freely transferable, a secondary market in the Subscribed Notes may not develop. Consequently, the undersigned understands that the undersigned must bear the economic risks of the investment in the Securities Subscribed Notes for an indefinite indefinite period of time. The Offeree Offeree acknowledges that the Company Offeror is authorized to issue uncertificated Securitiesuncertificated Subscribed Notes in the form attached hereto as Appendix 1,, and hereby waives the OffereeOfferee’s right to receive a physical certificate certificate representing the Subscribed Notes Note and consents and agrees to the issuance of uncertificated Securitiesuncertificated Subscribed Notes. The Company Offeror will maintain all books and records electronically. 6. The Offeree confirms Offeree represents and warrants that the Company Offeror has not: (A) given any guarantee or representation as to the potential success, return, effect effect or benefit benefit (either legal, regulatory, tax, financialfinancial, accounting or otherwise) of an investment in the Subscribed Note; or (B) made any representation to the Offeree Offeree regarding the legality of an investment in the Subscribed Note under applicable legal investment or similar laws or regulations. The Offeree Offeree represents and warrants that, in determining to purchase the Subscribed Note, the Offeree Offeree has relied solely upon the advice of the OffereeOfferee’s legal counsel, accountant and/or other financial financial advisors with respect to the tax, investment, and other consequences involved in purchasing the Subscribed Note, and acknowledges that the information provided in the Offering Offering Disclosure Documents does not constitute investment, accounting, legal, or tax advice. 7. The Offeree Offeree represents and warrants that: i. The Offeree is familiar with the business and financial financial condition and operations of the CompanyOfferor, all as described in the Offering Offering Disclosure Documents; ii. The Offeree Offeree has had access to such information concerning the Company Offeror and the Securities Notes as the Offeree Offeree deems necessary to enable it to make an informed investment decision concerning the purchase of the SecuritiesNote; iii. The Offeree Offeree has read the Offering Offering Disclosure Documents (including, without limitation, any disclosure related to certain “risk factors” incident to an investment in the Subscribed NotesNote) furnished to the undersigned, including all exhibits, appendices, attachments, and supplements (if any) thereto; iv. The Offeree acknowledges that the Offeree had Offeree has been offered offered the opportunity to ask such questions and inspect such documents concerning the Offeror Offeror and its business and affairs affairs as the Offeree Offeree has requested. The Offeree understands the nature of an investment in the Offeror and the risks associated with such an investment. 8. The Offeree certifies Offeree represents and warrants that the Offeree Offeree is not subject to backup withholding either because the Offeree Offeree has not been notified notified that the Offeree Offeree is subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified notified the Offeree Offeree that they are no longer subject to backup withholding. 9. The Offeree If the Offeree is an individual, the Offeree represents and warrants that the Offeree: (i) if the Offeree is an individual, that the Offeree Offeree is at least eighteen (18) years of age; (ii) maintains their principal residence in the State shown belowin Section D; and (iii) has the adequate means of providing for their current needs and personal and/or business contingencies. The Offeree Offeree further represents and warrants that any personal financial financial information which they have provided when signing up for their Raise Green account and in this Agreement accurately reflects reflects their financial financial condition at the date of this Agreement, and the Offeree Offeree anticipates no material adverse change to that condition. 10. The Offeree Offeree represents and warrants that the Offeree Offeree understands that they may not cancel, terminate or revoke this Agreement except as may be applicable in accordance with the Pennsylvania Securities Actapplicable securities laws, the Securities Act, or other applicable law, and that this Agreement shall survive their death or disability and shall be binding on their heirs, executors, administrators, successors and assigns; provided, however, that nothing in this Section shall be deemed to affect affect the OffereeOfferee’s right to unconditionally cancel any investment commitment made in connection with the Offering Offering for any reason until 48 hours prior to the close of the OfferingOffering. 11. The Offeree agrees thatOfferee shall, within ten (10) days after the receipt of a written request from the OfferorOfferor, the Offeree will provide such information, and shall execute and deliver such documents, as reasonably may be necessary to comply with any and all laws and regulations to which the Offeror Offeror is subject. 12. The Offeree Offeree represents and warrants that all of the information the Offeree Offeree has provided in this Agreement is complete, true true, and correct. The Offeree will Offeree shall notify Raise Green at I xxx@xxxxxxxxxx.xxx Xxxx@xxxxxxxxxx.xxx immediately of any material change in any statement made by the Offeree Offeree in this Agreement occurring prior to the closing of their purchase of the Subscribed Note. 13. The Offeree Offeree understands that during the Offering Offering Period any material updates to the OfferingOffering, if any, will be communicated to you the Offeree via email from Raise Green and available on the Company’s Offering Offering Page at w xx.xxxxxxxxxx.xxx. Offeree Offeree will be asked to reconfirm reconfirm your investment commitment by responding to the email, or in another manner if outlined in the communication from Raise Green, and not required to reconfirm reconfirm by resigning the Subscription Agreement unless otherwise notifiednotified.

Appears in 1 contract

Samples: Subscription Agreement

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Representations of the Undersigned. The Offeree understands undersigned represents and warrants that: 6.1 He/she is a bona fide resident of the State of New York, that the Board of Managers, the Officers, and the Members of the Offeror will be relying on the accuracy and completeness of the responses and representations made by the Offeree to Raise Green and in this Agreement, including those address set forth below: 1. The Offeree acknowledges that below is the Offeree has received, without limitation, the following information regarding the Offeror undersigned’s true and correct address and that the Offeree is familiar undersigned has no present intention of becoming a resident of any other state or jurisdiction. 6.2 ANY CLASS A UNITS, CONVERTIBLE BONDS, or CLASS C UNITS are being purchased for the undersigned’s own account for the purpose of investment and not with and understands the business and financial position a view to re-sell, nor for purpose of a re-sale thereof in connection with any distribution of the Offeror, Units or Bonds; 6.3 He/she assumes all of the risks of an investment in ACCO; that he/she is able to bear the Offeroreconomic risk of holding the CLASS A UNITS, CONVERTIBLE BONDS, or CLASS C UNITS for an indefinite period of time; that he/she has adequate means to provide for his/her current financial needs and contingencies; that he/she has no need for liquidity in this investment; and that he/she could bear a total loss of his/her investment in the Company; 6.4 He/she, in evaluating a purchase of CLASS A UNITS, CLASS C UNITS or CONVERTIBLE BONDS or the loaning of money, has had the opportunity to review the Prospectus and has had the opportunity to obtain the advice of his/ her own tax advisor, investment advisor and legal counsel; 6.6 Prior to his/her signing of this Agreement, ACCO afforded the undersigned and his/her advisors full and complete access to all information with respect to ACCO that the undersigned, and the rights and restrictions applicable his/her advisors, deemed necessary to the Subscribed Note as set forth therein: i. The Form C submitted by the Company to the SEC, together with all related attachments or disclosures thereto, a copy of which is available through the SEC’s XXXXX database(collectively, the “Offering Disclosure Documents”). 2. The Offeree represents and warrants that: i. The Offeree (together with their professional advisors or representatives, if any) has sufficient knowledge and experience in business and financial matters to be capable of evaluating evaluate the merits and risks of an investment in ACCO, to the Offeror extent that information was possessed or could be acquired by ACCO without unreasonable effort of expense; 6.7 The undersigned’s overall commitment to illiquid investments is not disproportionate to the undersigned’s net worth and the Subscribed Note; and ii. The Offeree can bear the economic risk of the purchase of the Subscribed Note, including the total loss of the Offereeundersigned’s investment in the Subscribed Note, and has adequate means for Units or Bonds will not cause such overall commitment to become excessive; 6.8 The undersigned’s financial condition is such that the Offeree’s current needs and possible contingencies and undersigned has no present or contemplated future need for liquidity in this investment. 3. The Offeree represents and warrants that the Offeree understands that no federal or state agency, including the Securities and Exchange Commission, has passed upon, or endorsed, the merits of this Offering or the accuracy or adequacy of the information contained in the Offering Disclosure Documents, or made any finding or determination as to the appropriateness of the Subscribed Note for public investment. The Offeree represents and warrants that the Offeree understands that the Subscribed Note has not been registered under the Act or the securities laws of any state (including, but not limited to, the Commonwealth of Pennsylvania), and shall be subject to any applicable restrictions on transfer as may be set forth in the Offering Disclosure Documents or under applicable law. 4. The Offeree represents and warrants that the Offeree is acquiring the Subscribed Note for their own account without a view to public distribution or resale and that the Offeree has no agreement or arrangement to sell, or otherwise transfer, or dispose of any portion of the Subscribed Note CLASS A UNITS, CLASS C UNITS or CONVERTIBLE BONDS to satisfy any other person undertaking, financial need or indebtedness, and the undersigned’s financial condition could bear the entire loss of said Subscribed Note. the undersigned’s investment in the CLASS A UNITS, CLASS C UNITS or CONVERTIBLE BONDS; 6.9 The Offeree undersigned understands and is aware that ACCO reserves the right to reject this Investment Agreement for any reason within 15 days of receipt and that, if so rejected, the Company will thereupon return to the undersigned the subscription monies without interest thereon; 6.10 The undersigned is aware that there is no public market for CLASS A UNITS, CONVERTIBLE BONDS, or CLASS C UNITS , that the Securities are restricted from transfer for of a period of time under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the "Commission") provide in substance that the undersigned may dispose of the Securities only pursuant to an effective registration statement under the Securities ActCLASS A UNITS, an exemption therefrom or as further described in Section 227.501 of Regulation Crowdfunding), after which certain state restrictions may apply. The Offeree confirms that the undersigned will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest thereinCONVERTIBLE BONDS, or make any offer or attempt CLASS C UNITS is subject to do any of the foregoing, except pursuant to Section 227.501 of Regulation Crowdfunding which applies specific limitations for the first year after purchase of the newly issued Notes. After the one year period, any agreement to transfer or sell the securities will be authorized only by the written confirmation of both the Offeree certain restrictions under federal and the Company. See Appendix 3 - Restrictions on the Transfer or Sale of Securities - for important details on restrictions. 5. The Offeree represents and warrants that the Offeree understands that the Offeror has no obligation or intention to register any of the Subscribed Notes for resale under the Act or any state securities laws, and including ACCO’s right to approve or reject any prospective purchaser of CLASS A UNITS, CONVERTIBLE BONDS, or CLASS C UNITS and, as a consequence, that it may not be possible for the undersigned to take liquidate CLASS A UNITS, CONVERTIBLE BONDS, or CLASS C UNITS, which may have to be held for the long-term; 6.11 The undersigned has received and read this Subscription Agreement and the Prospectus as well as any action which would make available any exemption from the registration requirements of any such lawssupplement thereto, and is aware that all questions pertaining to a purchase of the Offeree CLASS A UNITS, CONVERTIBLE BONDS, or CLASS C UNITS or the loaning of money may be precluded from selling or otherwise transferring submitted by him/her to the Subscribed Notes or any portion thereof unless the transfer is otherwise in accordance with such laws and the terms Managing Member of the Offering Disclosure Documents. Even if the Securities become freely transferableACCO at 0 Xxxx Xxxx Xxxxxx, a secondary market in the Subscribed Notes may not develop. ConsequentlyXxxxxxxxxxx, the XX 00000 6.12 The undersigned understands that ACCO will rely upon the representations and warranties set forth in this Investment Agreement in deciding whether or not to accept the undersigned must bear the economic risks of the investment in the Securities for an indefinite period of time. The Offeree acknowledges that the Company is authorized as a shareholder or to issue uncertificated Securities, and hereby waives the Offeree’s right to receive a physical certificate representing the Subscribed Notes and consents and agrees to the issuance of uncertificated Securities. The Company will maintain all books and records electronically. 6. The Offeree confirms that the Company has not: (A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Subscribed Note; or (B) made any representation to the Offeree regarding the legality of an investment in the Subscribed Note under applicable legal investment or similar laws or regulations. The Offeree represents and warrants that, in determining to purchase the Subscribed Note, the Offeree has relied solely upon the advice of the Offeree’s legal counsel, accountant and/or other financial advisors with respect to the tax, investment, and other consequences involved in purchasing the Subscribed Note, and acknowledges that the information provided in the Offering Disclosure Documents does not constitute investment, accounting, legal, or tax advice. 7. The Offeree is familiar with the business and financial condition and operations of the Company, all as described in the Offering Disclosure Documents. The Offeree has had access to such information concerning the Company and the Securities as the Offeree deems necessary to enable it to make an informed investment decision concerning the purchase of the Securities. The Offeree has read the Offering Disclosure Documents (including, without limitation, any disclosure related to certain “risk factors” incident to an investment in the Subscribed Notes) furnished to borrow money from the undersigned, including all exhibits, appendices, attachments, and supplements (if any) thereto. The Offeree acknowledges that the Offeree had been offered the opportunity to ask such questions and inspect such documents concerning the Offeror and its business and affairs as the Offeree has requested. The Offeree understands the nature of an investment in the Offeror and the risks associated with such an investment. 8. The Offeree certifies that the Offeree is not subject to backup withholding either because the Offeree has not been notified that the Offeree is subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified the Offeree that they are no longer subject to backup withholding. 9. The Offeree represents and warrants that the Offeree: (i) if the Offeree is an individual, that the Offeree is at least eighteen (18) years of age; (ii) maintains their principal residence in the State shown below; and (iii) has the adequate means of providing for their current needs and personal and/or business contingencies. The Offeree further represents and warrants that any personal financial information which they have provided when signing up for their Raise Green account and in this Agreement accurately reflects their financial condition at the date of this Agreement, and the Offeree anticipates no material adverse change to that condition. 10. The Offeree represents and warrants that the Offeree understands that they may not cancel, terminate or revoke this Agreement except as may be applicable in accordance with the Pennsylvania Securities Act, the Securities Act, or other applicable law, and that this Agreement shall survive their death or disability and shall be binding on their heirs, executors, administrators, successors and assigns; provided, however, that nothing in this Section shall be deemed to affect the Offeree’s right to unconditionally cancel any investment commitment made in connection with the Offering for any reason until 48 hours prior to the close of the Offering. 11. The Offeree agrees that, within ten (10) days after the receipt of a written request from the Offeror, the Offeree will provide such information, and shall execute and deliver such documents, as reasonably may be necessary to comply with any and all laws and regulations to which the Offeror is subject. 12. The Offeree represents and warrants that all of the information the Offeree has provided in this Agreement is complete, true and correct. The Offeree will notify Raise Green at I xxx@xxxxxxxxxx.xxx immediately of any material change in any statement made by the Offeree in this Agreement occurring prior to the closing of their purchase of the Subscribed Note. 13. The Offeree understands that during the Offering Period any material updates to the Offering, if any, will be communicated to you via email from Raise Green and available on the Company’s Offering Page at w xx.xxxxxxxxxx.xxx. Offeree will be asked to reconfirm your investment commitment by responding to the email, and not required to reconfirm by resigning the Subscription Agreement unless otherwise notified.

Appears in 1 contract

Samples: Investment Agreement

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