Acknowledgment of Certain Facts Clause Samples

Acknowledgment of Certain Facts. Each Member acknowledges his awareness and understanding of the following: (a) The purchase of the Membership Interest is a speculative investment that involves a high degree of risk of loss of the Member’s entire investment. (b) The Member has both the knowledge and experience in financial matters sufficient to evaluate the purchase of the Interest and is able to bear the economic risk of the purchase. (c) No federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation or endorsement of, an investment in Membership Interest. (d) There are restrictions on the transferability on each Membership Interest; there will be a limited market for the individual Membership Interests; and, accordingly, it may not be possible for the Member to liquidate readily, or at all, the Member’s investment in the Company in case of an emergency or otherwise. (e) The Membership Interests have not been registered under the Securities Act of 1933 (the “Securities Act”) or applicable state securities laws. It is the intent of the Company to operate its business so as not to require any such registration. This may limit significantly the transferability of such Interests. (f) The Member’s Membership Interest has been acquired pursuant to an investment representation and shall not be sold, pledged, hypothecated, donated, or otherwise transferred, whether or not for consideration, except in compliance with the terms of this Agreement. (g) The Company does not file, and does not in the foreseeable future contemplate filing, periodic reports in accordance with the provisions of Section 13 or 15(d) of the Securities Exchange Act of 1934, and the Company has not agreed to register any of its securities for distribution in accordance with the provisions of the Securities Act or to take any actions respecting the obtaining of an exemption from registration for such securities or any transaction with respect thereto.

Acknowledgment of Certain Facts. The undersigned acknowledges its awareness and understanding of the following: That the purchase of the Shares is a speculative investment which involves a high degree of risk and the undersigned may loss the entire investment. That no federal or state agency has made any finding or determination as to the fairness of investment, nor any recommendation or endorsement of the issuance of the Shares. That the Shares have not been registered under the Act and, therefore, cannot be resold unless registered under the Act, or unless an exemption is available under the Act. That a legend will be placed on the Share Certificates that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares. That the Company does not file periodic reports with the Securities and Exchange Commission ("SEC") pursuant to the provisions of the Securities Exchange Act of 1934, as amended.