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BlackWolf Venture Group

Legal & Securities Disclosure

Important Legal, Securities, and Borrower Disclosure

Reproduced in full and without abridgement. Grouped for reading; the wording is the client's counsel-reviewed language and is unaltered.

  • Verbatim
  • Unabridged
  • 13 Provisions

How BlackWolf Acts

BlackWolf acts solely as a principal, lending and investing its own capital. It does not raise, pool, or manage outside investor capital, and does not act as agent, fiduciary, or underwriter for any issuer or counterparty.

BlackWolf is not registered as a broker, dealer, investment adviser, funding portal, or investment company. It does not solicit, place, distribute, or make markets in securities for others, and does not receive transaction-based compensation.

How a principal lender is structured

What This Is Not

This document is for general discussion only. It is not an offer, solicitation, recommendation, or commitment to lend or invest, and it is not an offer to sell or a solicitation of an offer to buy any security of BlackWolf or of any issuer described in it.

What the calculator does and does not do

Securities and Resale

Any securities BlackWolf acquires — including equity, warrants, conversion shares, and securities received as consideration — are acquired for its own account for investment, and not with a view to, or for sale in connection with, any distribution.

Resale of any such securities will be made only pursuant to an effective registration statement or an available exemption, subject to Rule 144 holding periods and conditions, affiliate status, volume and manner-of-sale limits, issuer disclosure currency, and transfer-agent requirements. Securities of issuers that are or were shell companies are subject to the additional restrictions of Rule 144(i).

Convertible and equity-linked instruments are structured with beneficial ownership limitations. BlackWolf does not seek control of any issuer and monitors its positions against Section 13(d) and 13(g) reporting and Section 16 thresholds.

Any convertible note, conversion price or formula, warrant, stock pledge, foreclosure remedy, transfer-agent or DTC process, or resale path requires securities-counsel review before closing.

Rule 144, affiliate status, and pledges, defined

Positions and Conflicts

BlackWolf may hold, acquire, or dispose of securities of borrowers, portfolio companies, or their affiliates, may hold positions adverse to a borrower's interests, and has no obligation to disclose or account for those positions.

Advice and Responsibility

BlackWolf does not provide legal, tax, accounting, investment, securities, or regulatory advice. Borrowers, issuers, and guarantors should rely on their own counsel and advisers.

Borrowers and issuers are responsible for accurate information, authority to borrow, issue, or pledge collateral, lien disclosure, issuer restrictions, filings, and compliance with contracts and law.

What we look for before we engage

Where BlackWolf Lends

BlackWolf lends and invests only where permitted to do so, subject to applicable state licensing, usury, and lending requirements. Nothing here is an offer in any jurisdiction where it would be unlawful.

Conditions on Any Transaction

Any transaction remains subject to diligence, credit and investment approval, legal review, collateral review, definitive documents, and closing conditions.

Terms may change, be withdrawn, or be declined at any time. Final signed documents control.

What happens after you submit

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Read It and Still Want to Talk?

None of the above prevents a conversation. Submitting a transaction starts a review, and creates no commitment on either side.