By accessing this FMDQ Private Markets Limited (FMDQ Private Markets) Private Companies' Securities Information and Distribution Portal (PCS Portal) (Restricted), we attest that we qualify to be classified as Qualified Institutional Investors (QII) within the meaning of Rules 1 and 321 of the Securities and Exchange Commission Rules 2013 (the SEC Rules), as may be amended or supplemented from time to time. On our own accord, we undertake to subscribe to, and abide by, the FMDQ Private Markets Noting Guidelines (the Guidelines) and all FMDQ Private Markets terms and conditions, as may be issued from time to time, including any modifications thereto.
We confirm that we shall be responsible for any unauthorised access to the FMDQ Private Markets PCS Portal (Restricted) and undertake to indemnify FMDQ Private Markets to the full extent of the law in the event of any such unauthorised access. We undertake to promptly notify FMDQ Private Markets if we cease to qualify as a QII at any time after the date of this attestation.
In addition, we understand the provisions of Section 67 and 69 of the Investments and Securities Act 2007 (the Act), as may be amended or supplemented from time to time, in connection with "invitations to the public" and hereby undertake that information which we become aware of by virtue of our access to the FMDQ Private Markets PCS Portal (Restricted), based on our status as a QII, shall not be disseminated or transmitted to the public by us, our agents, representatives and/or any other authorised parties, as contemplated under the Act.
We confirm our understanding of the following:
| Private Companies' Securities (PCS) are neither approved nor registered by the Securities and Exchange Commission (SEC or the Commission) and the PCS Noting Service does not in any way signify an endorsement by the Commission of the PCS noted on the FMDQ Private Markets PCS Portal (Restricted)
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| The FMDQ Private Markets PCS Noting Service does not constitute an invitation to the public as defined in the Act, nor does it entail the admission of the securities to FMDQ Securities Exchange Daily Quotations List
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| All PCS transactions and trading activities shall be reported to FMDQ Private Markets in its capacity as a PCS Information Repository
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| Any violation of the prohibitions outlined herein, the Act, the Guidelines and other relevant FMDQ Private Markets terms and conditions including but not limited to the restrictions on "invitations to the public" may lead to a deactivation of our access to the FMDQ PCS Portal (Restricted) and/or attract criminal and civil liability
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We also declare, represent, and warrant that:
| We possess the requisite knowledge, skill and experience in business, financial and investment matters and can evaluate the merits and risks associated with investing in PCS
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| We shall make independent evaluation and judgment of all merits and risks before investing in PCS to the extent necessary, and shall also make legal, tax, accounting and financial evaluation of the merits and risks of investing in PCS
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| We have considered the suitability of PCS in light of our circumstances and financial condition, and we fully understand the risks associated with investing in PCS
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