Third-Party Accredited Investor Verification Packet

In order to accept investments from individuals or entities utilizing our platform, we must first verify every investor’s Accredited Investor status.

One way we verify Accredited Investor status is to have a reputable third-party representative of an investor – an Attorney, Certified Public Accountant, Investment Advisor or Broker Dealer – complete and sign a letter attesting that the investor’s income or net worth meets the qualifications for an Accredited Investor under federal securities laws.

Next Steps: 1. This packet should be forwarded to a third-party representative (attorney, CPA, investment advisor or broker dealer), 2. If the investor is verifying as an individual or with a spouse, use the attached Option 1 letter, 3. If the investor verifying is a legal entity, use the attached Option 2 letter OPTION 1- COMPLETE THIS FORM IF YOU ARE VERIFYING THE ACCREDITATION STATUS OF AN INDIVIDUAL AND/OR THEIR SPOUSE

[Date]

In conjunction with a proposed investment pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, I hereby confirm that, as of the date set forth above, (Name of Investor(s) & Address) is an Accredited Investor as defined in Rule 501 of Regulation D.

In making this determination, I have reviewed the selected documents and information: (Initial one of the options below)

_____ With respect to Income: Any Internal Revenue Service form that reports the purchaser’s income for the two most recent years (including, but not limited to, Form W–2, Form 1099, Schedule K–1 to Form 1065, and Form 1040) and obtained a written representation from the purchaser that s/he (alone or with spouse) has a reasonable expectation of reaching the income level necessary to qualify as an Accredited Investor during the current year;

_____ With respect to Net Worth: Asset and liability documentation listed below, dated within the prior three months and obtained a written representation that all liabilities necessary to make a determination of net worth have been disclosed. o Assets: Bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties; o Liabilities: A consumer report from at least one of the nationwide consumer reporting agencies.

I am a ______(attorney, accountant, broker-dealer, investment adviser) licensed (#______) and in good standing in the state/country of ______.

Sincerely,

______Date: ______

Print Name:______

Phone :______

Address:______Address:______

Website:______

OPTION 2- COMPLETE THIS FORM IF YOU ARE VERIFYING THE ACCREDITATION STATUS OF A LEGAL ENTITY

[Date]

In conjunction with a proposed investment pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, I hereby confirm that, as of the date set forth above, (Name of Entity, Type of Accredited Investor & Address) is an Accredited Investor as defined in Rule 501 of Regulation D.

In making this determination, I have reviewed the selected documents and information:

 With respect to assets: Bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties, all dated within the past three (3) months;  With respect to liabilities: A consumer report from at least one of the nationwide consumer reporting agencies dated within the past three (3) months;  With respect to a business in which all of the equity owners are accredited investors and qualify on the basis of income: Any Internal Revenue Service form that reports the purchaser’s income for the two most recent years (including, but not limited to, Form W–2, Form 1099, Schedule K–1 to Form 1065, and Form 1040) and obtained a written representation from the purchaser that s/he (alone or with spouse) has a reasonable expectation of reaching the income level necessary to qualify as an Accredited Investor during the current year;  With respect to a business in which all of the equity owners are accredited investors and qualify on the basis of net worth: Asset and liability documentation listed above and obtained a written representation that all liabilities necessary to make a determination of net worth have been disclosed.

I confirm that the individual(s) below have the authority to execute securities purchase transaction documents on behalf of the entity: (solely or jointly)

(Please provide name and title for each person) ______

I am a ______(attorney, accountant, broker-dealer, investment adviser) licensed (#______) and in good standing in the state/country of ______.

Sincerely,

______Date: ______

Print Name:______

Phone :______

Address:______Address:______

Website:______About Accredited Investor Verification As of September 23, 2013, Issuers of securities offered pursuant to Rule 506(c) of Regulation D are required to verify that all investors in the offering qualify as Accredited Investors. This verification requirement applies to all purchasers – individual investors and entities.

An acceptable form of verification of Accredited Investor status is written confirmation from one of the following persons or entities that the person or entity has taken reasonable steps to verify that the purchaser is an Accredited Investor within the prior three months and has determined that the purchaser is an Accredited Investor: i. A Registered Broker-Dealer; ii. An Investment Advisor Registered with the Securities and Exchange Commission; iii. A Licensed Attorney; or iv. A Certified Public Accountant.

If qualification of an Accredited Investor is based on joint income or net worth with a spouse, any certification will have to be provided both by the investor and by the spouse.

The verification requirement presents potential criminal liability for investors who misrepresent their status and is a very important part of compliance by issuers of private securities. Investors are encouraged to treat such verification very seriously. Accredited Investor Qualifications

The federal securities laws define the term Accredited Investor as:

1. a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person; 2. a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or 3. a bank, insurance company, registered investment company, business development company, or small business investment company; 4. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; 5. a charitable organization, corporation, or partnership with assets exceeding $5 million; 6. a director, executive officer, or general partner of the company selling the securities; 7. a business in which all the equity owners are Accredited Investors; 8. a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

Note: This information for general education purposes. It should not be relied upon as legal advice. You are encouraged to speak with an investment professional or securities attorney for further information.