Individual Investors are required to provide a completed W-9 and a photocopy of a valid US Driver’s License or State ID, or a copy of a valid Passport.
Partnerships are required to provide a copy of the state registration of the Partnership along with a copy of the signed Partnership agreement identifying the General Partner and/or the designate empowered to sign the Subscription Documents. We also request a list of individuals or entities who own over 25% of the Partnership with their names and country of citizenship.
Corporations are required to provide a copy of the state registration of the corporation along with a copy of its articles of incorporation. Also, a list of officer signatures or signed, certified corporate resolutions identifying the corporate officer(s) empowered to sign the Subscription Documents will be required. We also request a list of individuals or entities who own over 25% of the Corporation with their names and country of citizenship.
LLC Investors are required to provide a copy of the state registration of the LLC along with a copy of the signed operating agreement identifying the Managing Member(s) empowered to sign the Subscription Documents. We also request a list of individuals or entities who own over 25% of the LLC with their names and country of citizenship.
I represent and warrant to the Partnership that:
(A) I have received, read, and understand the Limited Offering Memorandum dated December 1, 2021 (the “Memorandum”). I further understand that my rights and responsibilities as an Investor will be governed by the terms and conditions of this Subscription Agreement, the Memorandum and the Limited Partnership Agreement of BlackBird Financial LP. I understand that you will rely on the following information to confirm that I am an “Accredited Investor”, as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or one of 35 Non- Accredited Investors that will be allowed to invest in BlackBird (subject to Partnership approval), and that I am qualified to be a Purchaser.
(B) By signing this Subscription Agreement, I offer to invest in the Partnership on the terms specified herein. The Partnership reserves the right, in its complete discretion, to reject any Subscription offer. If this offer is accepted, the Partnership will execute a copy of this Subscription Agreement and return it to me. The Partnership has set a minimum investment figure of $250,000.
(C) In accordance with US AML rules that the Partnership or the Administrator will ask for the investor’s name, address, date of birth and other information that will allow us to identify the investor, and the Partnership or the Administrator may request to see the appropriate identification documents.
(D) I (i) have adequate means of providing for my current needs and possible contingencies and I have no need for liquidity of my investment in the Partnership, (ii) can bear the economic risk of losing the entire amount of my investment in Partnership, and (iii) have such knowledge and experience that I am capable of evaluating the relative risks and merits of this investment; (iv) the investment in Partnership is consistent, in both nature and amount, with my overall investment program and financial condition.
(E) The address set forth below is my true and correct residence, and I have no intention of becoming a resident of any other state or jurisdiction.
(F) I have not utilized the services of a “Purchaser Representative” (as defined in Regulation D promulgated under the Securities Act) because I am a sophisticated, experienced investor, capable of determining and understanding the risks and merits of this investment
(G) I have received and read, and am familiar with the Offering Documents, including the Memorandum, Subscription Agreement, and Limited Partnership Agreement of the Partnership. All documents, records and books pertaining to the Partnership requested by me, including all pertinent records of the Partnership, financial and otherwise, have been made available or delivered to me.
(H) I have had the opportunity to ask questions of and receive answers from the Partnership’s officers and representatives concerning the Partnership’s affairs generally and the terms and conditions of my proposed investment in the Units.
(I) Other than as set forth in the Memorandum, no person or entity has made any representation or warranty whatsoever with respect to any matter or thing concerning the Partnership and this Offering, and I am purchasing the Partnership Interest based solely upon my own investigation and evaluation.
(J) I understand that the Partnership has not been registered under the Securities Act, nor have they been registered pursuant to the provisions of the securities or other laws of applicable jurisdictions.
(K) The Partnership Interest for which I subscribe is being acquired solely for my own account, for investment and is not being purchased with a view to or for its resale or distribution. In order to induce the Partnership to sell a Partnership Interest to me, the Partnership will have no obligation to recognize the ownership, beneficial or otherwise, of the Interest by anyone but me.
(L) I am aware of the following:
(M) Except as set forth in the Memorandum, none of the following information has ever been represented, guaranteed, or warranted to me expressly or by implication, by any broker, the Partnership, or agents or employees of the foregoing, or by any other person:
(N) I have not distributed the Memorandum to anyone, no other person has used the Memorandum, and I have made no copies of the Memorandum;
(O) I hereby agree to indemnify and hold harmless the Partnership, its managers, directors, and representatives from and against any and all liability, damage, cost or expense, including reasonable attorneys fees, incurred on account of or arising out of:
(P) By entering into this Subscription Agreement, I acknowledge that the Partnership is relying on the truth and accuracy of my representations. The foregoing representation and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the delivery of the funds to the Partnership and shall survive such delivery. If, in any respect, such representations and warranties are not true and accurate prior to delivery of the funds, I will give written notice of the fact to the Partnership, specifying which representations and warranties are not true and accurate and the reasons therefor.
4. Indemnification. I understand the meaning and legal consequences of the representations and warranties contained in Paragraph 2 hereof, and I will indemnify and hold harmless the Partnership, its officers, directors, and representatives involved in the offer or sale of the Partnership Interest to me, as well as each of the managers and representatives, employees and agents and other controlling persons of each of them, from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of mine contained in this Subscription Agreement.
5. Revocation. I will not cancel, terminate or revoke this Subscription Agreement or any agreement made by me hereunder and this Subscription Agreement shall survive my death or disability.
6. Termination of Agreement. If this subscription is rejected by the Partnership, then this Subscription Agreement shall be null and void and of no further force and effect, no party shall have any rights against any other party hereunder, and the Partnership shall promptly return to me the funds delivered with this Subscription Agreement.
(a) This Subscription Agreement shall be governed by and construed in accordance with the substantive law of the State of Nevada.
(b) This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in writing and executed by all parties.
(c) By Purchasing the Partnership Interest in BlackBird Financial LP, I hereby agree to the terms and provisions of the Limited Partnership Agreement of the LP – as included in this Memorandum as Exhibit B. I have hereby read and understand the Limited Partnership Agreement and understand how an LP functions as an entity.
(d) Wiring Instructions of Record: Please note that redemption payments, in accordance with both the current Anti-Money Laundering regulatory environment and industry best practice, will be paid only to the bank account used for the subscription payment which should be noted below and certified as the bank account of record for the Investor. The titling of the bank account must match the titling of this subscription. If not, the Registrar and Transfer Agent and the Manager must be notified now regarding the discrepancy and its reason. The Registrar and Transfer Agent and/or the Manager may reject any subscription at any time where payment is sourced from a different bank account than the bank account of record or a bank account with different titling than the subscription, regardless of whether such payment was received in advance or accordance with the payment deadline requirements.