Common use of Representations, Warranties and Covenants of Investor Clause in Contracts

Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to the Company and each other person that subscribes for the Notes as follows, which representations and warranties shall survive the applicable closing: (a) Investor is electing to purchase an amount of Notes that is not greater than 10% of the greater of Investor’s (i) annual income or net worth if Investor is a natural person, or (ii) revenue or net assets of Investor’s most recently completed fiscal year if Investor is a non-natural person; (b) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber (each a “Transfer”) the Notes unless (i) the Company consents in writing to any such Transfer, and (ii) any buyer, transferee, pledgee, donee or assignee, respectively, shall agree in writing to be bound by the terms hereof prior to any such Transfer. Any such recipient of the Notes is referred to herein as a “Transferee”, and the Transferee shall be entitled to the benefits of this Agreement and to enforce this Agreement against the Company as if the Transferee were Investor; (c) Investor acknowledges that there is no public market for the Notes, that no market may ever develop for them, and that they have not been approved or disapproved by the Securities and Exchange Commission or any governmental agency; (d) Investor recognizes that (i) an investment in the Notes involves a high degree of risk and (ii) no assurance or guarantee has or can be given that an investor in the Company will receive a return of his, her or its capital or realize a profit on such investor’s investment; (e) Investor has not relied on any information or representations with respect to the Company or the Offering, other than as expressly set forth the Offering Circular; (f) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of the entire investment in the Company and he, she or it will not experience personal hardship if such a loss occurs; and (g) Investor is purchasing the Notes solely for his, her or its own account for investment, not for the account of any other person, and not with a view to, or for, any resale, distribution or other transfer thereof.

Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to the Company and each other person that subscribes for the Notes as follows, which representations and warranties shall survive the applicable closingClosing: (a) Investor is electing to purchase an amount of acknowledges that the Notes that is not greater than 10% of the greater of Investor’s (i) annual income have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or net worth if Investor is a natural personunder the securities, “blue sky” or other similar laws of any state in the United States of America (“State Securities Laws”), and (ii) revenue or net assets of Investor’s most recently completed fiscal year if Investor is a non-natural personwill be subject to restrictions on transfer as set forth in this Agreement, the Notes, the Securities Act, and any other documentation requested by the Company; (b) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber (each a “Transfer”) the Notes unless (i) the Company is reasonably satisfied that any such Transfer complies with all applicable securities laws, (ii) the Company consents in writing to any such Transfer, and (iiiii) any buyer, transferee, pledgee, donee or assignee, respectively, shall agree in writing to be bound by the terms hereof prior to any such Transfer. Any such recipient of the Notes is referred to herein as a “Transferee”, and the Transferee shall be entitled to the benefits of this Agreement and to enforce this Agreement against the Company as if the Transferee were Investor; (c) Investor acknowledges that there is no public market for the Notes, that no market may ever develop for them, and that they have not been approved or disapproved by the Securities and Exchange Commission or any governmental agency; (d) Investor hereby acknowledges (i) receipt and careful review of this Agreement and the exhibits hereto (collectively referred to as the “Offering Materials”), and (ii) that Investor has not relied on any information or representations with respect to the Company or the purchase of the Notes (including, without limitation, any information available on the Company’s website) other than the Offering Materials and any written information delivered specifically to Investor by Company’s management in response to a request for information by Investor; (e) Investor recognizes that (i) an investment in the Notes involves a high degree the risk of risk loss including, without limitation, the principal of the Note, and (ii) no assurance or guarantee has or can be given that an investor in the Company will receive a return of his, her or its capital or realize a profit on such investorInvestor’s investment; (e) Investor has not relied on any information or representations with respect to the Company or the Offering, other than as expressly set forth the Offering Circular; (f) Investor is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; (g) Investor has determined (i) that he, she or it can afford to bear the risk of the investment in the Notes, including loss of the entire investment in the Company and (ii) that he, she or it will not experience personal hardship if such a loss occurs; and; (gh) Investor is purchasing the Notes solely for his, her or its own account for investment, not for the account of any other person, and not with a view to, or for, any resale, distribution or other transfer thereof; and (i) Investor acknowledges that with respect to any forecasts, projections of results and other forward- looking statements and information provided to Investor as part of the Offering Materials, such statements were prepared based upon assumptions deemed reasonable by the Company at the time of preparation. There is no assurance that such statements will prove accurate, and the Company has no obligation to update such statements.

Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to the Company and each other person that subscribes for the Notes Groundfloor Common Stock as follows, which representations and warranties shall survive the applicable closing: (a) Investor is electing to purchase an amount of Notes that is not greater than 10% aware of the greater of Investor’s (i) annual income applicable limitations under the Securities Act relating to the Groundfloor Common Stock and that the Groundfloor Common Stock have not been registered under the Securities Act, and that such securities cannot be sold unless they are subsequently registered under the Securities Act and applicable State Securities Laws or net worth if Investor an exemption from such registration is a natural person, or (ii) revenue or net assets of Investor’s most recently completed fiscal year if Investor is a non-natural personavailable; (b) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber (each a “Transfer”) the Notes Groundfloor Common Stock unless (i) the Groundfloor Common Stock are registered under the Securities Act or Investor shall have notified the Company consents in writing of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, if reasonably requested by the Company, the Company is given an opinion of counsel (which may be an opinion of counsel to any the Company), reasonably acceptable to the Company, that such Transferregistration is not required under the Securities Act, and (ii) any buyer, transferee, pledgee, donee or assignee, respectively, shall agree in writing to be bound by the terms hereof prior to any such Transfer. Any such recipient of the Notes Groundfloor Common Stock is referred to herein as a “Transferee”, and the Transferee shall be entitled to the benefits of this Agreement and to enforce this Agreement against the Company as if the Transferee were Investor; (c) Investor acknowledges that there is no public market for the NotesGroundfloor Common Stock, that no market may ever develop for them, and that they have not been approved or disapproved by the Securities and Exchange Commission or any governmental agency; (d) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Groundfloor Common Stock; (e) Investor recognizes that (i) an investment in the Notes Groundfloor Common Stock involves a high degree of risk and (ii) no assurance or guarantee has or can be given that an investor in the Company will receive a return of his, her or its capital or realize a profit on such investor’s investment; (e) . Investor has not relied on any information or representations with respect to is aware that the Company or may issue additional securities in the Offering, other than as expressly set forth future which could result in the Offering Circulardilution of Investor’s ownership interest in the Company; (f) Investor acknowledges that he, she, or it has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Groundfloor Common Stock; Investor (and/or his, her or its professional advisor, if any) has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Offering and regarding the business, financial condition, properties, operations, prospects and other aspects of the Company and all such questions have been answered to Investor’s full satisfaction; and Investor has further had the opportunity to obtain all information (to the extent that the Company possesses or can acquire such information without unreasonable effort or expense) which Investor deems necessary or appropriate; (g) Investor has determined that he, she or it can afford to bear the risk of the investment in the NotesGroundfloor Common Stock, including loss of the entire investment in the Company and he, she or it will not experience personal hardship if such a loss occurs; and; (gh) Investor is purchasing the Notes Groundfloor Common Stock solely for his, her or its own account for investment, not for the account of any other person, and not with a view to, or for, any resale, distribution or other transfer thereof; and (i) Investor has been advised that if issued, all certificates evidencing ownership of the Groundfloor Common Stock will bear a legend in substantially the form set forth in Section 5.

Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to the Company and each other person that subscribes for the Notes as follows, which representations and warranties shall survive the applicable closing: (a) Investor is electing to purchase an amount of Notes that is not greater than 10% of the greater of Investor’s (i) annual income or net worth if Investor is a natural person, or (ii) revenue or net assets of Investor’s most recently completed fiscal year if Investor is a non-natural person; (b) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber (each a “Transfer”) the Notes unless (i) the Company consents in writing to any such TransferTrasfer, and (ii) any buyer, transferee, pledgee, donee or assignee, respectively, shall agree in writing to be bound by the terms hereof prior to any such Transfer. Any such recipient of the Notes is referred to herein as a “Transferee”, and the Transferee shall be entitled to the benefits of this Agreement and to enforce this Agreement against the Company as if the Transferee were Investor; (cb) Investor acknowledges that there is no public market for the Notes, that no market may ever develop for them, and that they have not been approved or disapproved by the Securities and Exchange Commission or any governmental agency; (dc) Investor recognizes that (i) an investment in the Notes involves a high degree of risk and (ii) no assurance or guarantee has or can be given that an investor in the Company will receive a return of his, her or its capital or realize a profit on such investor’s investment; (ed) Investor has not relied on any information or representations with respect to the Company or the Offering, other than as expressly set forth the Offering Circular; (fe) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of the entire investment in the Company and he, she or it will not experience personal hardship if such a loss occurs; and (gf) Investor is purchasing the Notes solely for his, her or its own account for investment, not for the account of any other person, and not with a view to, or for, any resale, distribution or other transfer thereof.

Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to the Company and each other person that subscribes for the Notes as follows, which representations and warranties shall survive the applicable closing: (a) Investor is electing to purchase an amount of Notes that is not greater than 10% aware of the greater of Investor’s (i) annual income applicable limitations under the Securities Act relating to the Notes and that the Notes have not been registered under the Securities Act, and that such securities cannot be sold unless they are subsequently registered under the Securities Act and applicable State Securities Laws or net worth if Investor an exemption from such registration is a natural person, or (ii) revenue or net assets of Investor’s most recently completed fiscal year if Investor is a non-natural personavailable; (b) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber (each a “Transfer”) the Notes unless (i) the Notes are registered under the Securities Act or Investor shall have notified the Company consents in writing of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, if reasonably requested by the Company, the Company is given an opinion of counsel (which may be an opinion of counsel to any the Company), reasonably acceptable to the Company, that such Transferregistration is not required under the Securities Act, and (ii) any buyer, transferee, pledgee, donee or assignee, respectively, shall agree in writing to be bound by the terms hereof prior to any such Transfer. Any such recipient of the Notes is referred to herein as a “Transferee”, and the Transferee shall be entitled to the benefits of this Agreement and to enforce this Agreement against the Company as if the Transferee were Investor; (c) Investor acknowledges that there is no public market for the Notes, that no market may ever develop for them, and that they have not been approved or disapproved by the Securities and Exchange Commission or any governmental agency; (d) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Notes; (e) Investor recognizes that (i) an investment in the Notes involves a high degree of risk and (ii) no assurance or guarantee has or can be given that an investor in the Company will receive a return of his, her or its capital or realize a profit on such investor’s investment; (ef) Investor has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Notes; Investor (and/or his, her or its professional advisor, if any) has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Offering and regarding the business, financial condition, properties, operations, prospects and other aspects of the Company and all such questions have been answered to Investor’s full satisfaction; and Investor has further had the opportunity to obtain all information (to the extent that the Company possesses or can acquire such information without unreasonable effort or expense) which Investor deems necessary or appropriate; (g) Investor has not relied on any information or representations with respect to the Company or the Offering, other than as expressly set forth the Offering Circularherein; (fh) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of the entire investment in the Company and he, she or it will not experience personal hardship if such a loss occurs; and; (gi) Investor is purchasing the Notes solely for his, her or its own account for investment, not for the account of any other person, and not with a view to, or for, any resale, distribution or other transfer thereof; and (j) Investor has been advised that all certificates evidencing ownership of the Notes will bear a legend in substantially the form set forth in Section 5.

Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to the Company and each other person that subscribes for the Notes as follows, which representations and warranties shall survive the applicable closing: (a) Investor is electing to purchase an amount of Notes that is not greater than 10% aware of the greater of Investor’s (i) annual income applicable limitations under the Securities Act relating to the Notes and that the Notes have not been registered under the Securities Act, and that such securities cannot be sold unless they are subsequently registered under the Securities Act and applicable State Securities Laws or net worth if Investor an exemption from such registration is a natural person, or (ii) revenue or net assets of Investor’s most recently completed fiscal year if Investor is a non-natural personavailable; (b) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber (each a “Transfer”) the Notes unless (i) the Notes are registered under the Securities Act or Investor shall have notified the Company consents in writing of the proposed disposition and shall have furnished the Company with a description of the proposed disposition, and, if reasonably requested by the Company, the Company is given an opinion of counsel (which may be an opinion of counsel to any the Company), reasonably acceptable to the Company, that such Transferregistration is not required under the Securities Act, and (ii) any buyer, transferee, pledgee, donee or assignee, respectively, shall agree in writing to be bound by the terms hereof prior to any such Transfer. Any such recipient of the Notes is referred to herein as a “Transferee”, and the Transferee shall be entitled to the benefits of this Agreement and to enforce this Agreement against the Company as if the Transferee were Investor; (c) Investor acknowledges that there is no public market for the Notes, that no market may ever develop for them, and that they have not been approved or disapproved by the Securities and Exchange Commission or any governmental agency; (d) Investor is either an accredited investor, as defined in 17 C.F.R. §230.501, or the aggregate purchase price to be paid by Investor for the Notes is no more than ten percent (10%) of the greater of the Investor’s (i) annual income or net worth if a natural person (with annual income and net worth for such natural person Investor determined as provided in 17 C.F.R. §230.501) or (ii) revenue or net assets for Investor’s most recently completed fiscal year for a non-natural person. (e) Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Notes; (f) Investor recognizes that (i) an investment in the Notes involves a high degree of risk and (ii) no assurance or guarantee has or can be given that an investor in the Company will receive a return of his, her or its capital or realize a profit on such investor’s investment; (eg) Investor has received and reviewed all information that he, she or it considers necessary or appropriate for deciding whether to purchase the Notes; Investor (and/or his, her or its professional advisor, if any) has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Offering and regarding the business, financial condition, properties, operations, prospects and other aspects of the Company and all such questions have been answered to Investor’s full satisfaction; and Investor has further had the opportunity to obtain all information (to the extent that the Company possesses or can acquire such information without unreasonable effort or expense) which Investor deems necessary or appropriate; (h) Investor has not relied on any information or representations with respect to the Company or the Offering, other than as expressly set forth the Offering Circularherein; (fi) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of the entire investment in the Company and he, she or it will not experience personal hardship if such a loss occurs; and; (gj) Investor is purchasing the Notes solely for his, her or its own account for investment, not for the account of any other person, and not with a view to, or for, any resale, distribution or other transfer thereof; and (k) Investor has been advised that all certificates evidencing ownership of the Notes will bear a legend in substantially the form set forth in Section 5.

Representations, Warranties and Covenants of Investor. Investor hereby represents and warrants to the Company and each other person that subscribes for the Notes as follows, which representations and warranties shall survive the applicable closing: (a) Investor is electing to purchase an amount of Notes that is not greater than 10% of the greater of Investor’s (i) annual income or net worth if Investor is a natural person, or (ii) revenue or net assets of Investor’s most recently completed fiscal year if Investor is a non-natural person; (b) Investor will not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber (each a “Transfer”) the Notes unless (i) the Company consents in writing to any such Transfer, and (ii) any buyer, transferee, pledgee, donee or assignee, respectively, shall agree in writing to be bound by the terms hereof prior to any such Transfer. Any such recipient of the Notes is referred to herein as a “Transferee”, and the Transferee shall be entitled to the benefits of this Agreement and to enforce this Agreement against the Company as if the Transferee were Investor; (cb) Investor acknowledges that there is no public market for the Notes, that no market may ever develop for them, and that they have not been approved or disapproved by the Securities and Exchange Commission or any governmental agency; (dc) Investor recognizes that (i) an investment in the Notes involves a high degree of risk and (ii) no assurance or guarantee has or can be given that an investor in the Company will receive a return of his, her or its capital or realize a profit on such investor’s investment; (ed) Investor has not relied on any information or representations with respect to the Company or the Offering, other than as expressly set forth the Offering Circular; (fe) Investor has determined that he, she or it can afford to bear the risk of the investment in the Notes, including loss of the entire investment in the Company and he, she or it will not experience personal hardship if such a loss occurs; and (gf) Investor is purchasing the Notes solely for his, her or its own account for investment, not for the account of any other person, and not with a view to, or for, any resale, distribution or other transfer thereof.