Accredited Investor Verification Letter (Rule 506(c) Third-Party Verification)

ACCREDITED INVESTOR VERIFICATION LETTER

Rule 506(c) Third-Party Verification

[VERIFIER FIRM NAME]

[STREET ADDRESS]

[CITY, STATE ZIP]

[TELEPHONE] | [EMAIL]

Date: [__/__/____]

To: [ISSUER NAME] (the "Issuer")

Re: Verification of Accredited Investor Status of [INVESTOR FULL LEGAL NAME] (the "Investor") in connection with the Issuer's offering under Rule 506(c) of Regulation D

1. VERIFIER IDENTIFICATION

The undersigned confirms that at the time of this letter the undersigned is duly licensed or registered in the applicable capacity and is in good standing with the relevant regulatory body.

2. SCOPE OF VERIFICATION

The Investor has engaged the undersigned to assess the Investor's status as an accredited investor as defined in Rule 501(a) under the Securities Act of 1933 (the "Securities Act"). For a natural-person investor, the undersigned has taken the reasonable steps described below within the prior three (3) months for possible reliance by the Issuer on the listed verification method in Rule 506(c)(2)(ii)(C), subject to the rule's conditions. For an entity investor, this letter records the factual basis for the Issuer's own reasonable-steps analysis; the listed third-party method in that paragraph is expressly for natural persons.

The undersigned has:

☐ Reviewed specified documentation furnished by the Investor (see Section 3);

☐ Obtained written representations from the Investor concerning the accuracy of such documentation and the Investor's accredited status (see Section 4);

☐ Independently confirmed, where applicable, third-party source data (e.g., IRS transcripts, licensing records).

3. BASIS OF VERIFICATION

Select each applicable category and describe the documentation reviewed.

3.1 Natural-Person Investor — Income Basis (Rule 501(a)(6))

Investor had individual income exceeding $200,000 (or joint income with spouse or spousal equivalent exceeding $300,000) in each of the two most recent years and reasonably expects to reach the same applicable income level in the current year.

☐ Reviewed IRS Form W-2 for each of the last two years

☐ Reviewed IRS Form 1099(s) for each of the last two years

☐ Reviewed IRS Schedule K-1 for each of the last two years

☐ Reviewed IRS Form 1040 or an IRS transcript reporting income for each of the last two years

☐ Obtained written representation that Investor reasonably expects to reach the same income level in the current year

☐ If relying on joint income, reviewed income records for both Investor and spouse/spousal equivalent for both years and obtained the current-year expectation representation from both

3.2 Natural-Person Investor — Net Worth Basis (Rule 501(a)(5))

Investor's individual (or joint with spouse or spousal equivalent) net worth exceeds $1,000,000, excluding the value of the primary residence.

For this calculation, document the residence-secured debt treatment under Rule 501(a)(5), including any debt exceeding the residence's fair market value or increase in secured debt during the preceding 60 days that the rule requires to count as a liability: [________________________________].

☐ Reviewed bank statements (within last three months)

☐ Reviewed brokerage statements (within last three months)

☐ Reviewed certificates of deposit, tax assessments, and appraisals (within last three months)

☐ Reviewed a consumer report from a nationwide consumer reporting agency dated within the prior three months to assess liabilities

☐ Obtained written representation that all liabilities have been disclosed

☐ If relying on joint net worth, reviewed the relevant asset and liability documentation for both Investor and spouse/spousal equivalent and obtained written representations from both

3.3 Natural-Person Investor — Professional Certification (Rule 501(a)(10))

Investor holds in good standing a professional certification, designation, or credential currently designated by the SEC under Rule 501(a)(10):

☐ Designated credential: [________________________________]

☐ SEC designation source and date checked: [________________________________]

Verified through the applicable credential registry on [__/__/____]: [________________________________].

3.4 Natural-Person Investor — Knowledgeable Employee (Rule 501(a)(11))

Investor is a "knowledgeable employee" as defined in Rule 3c-5(a)(4) of an issuer relying on the Investment Company Act § 3(c)(1) or § 3(c)(7) exclusion.

Verification basis: [________________________________]

3.5 Entity Investor (Rule 501(a)(1)–(3), (7)–(9), (12)–(13))

Entity qualifies as an accredited investor because (select all that apply):

☐ Institution or regulated entity listed in Rule 501(a)(1), specifying its exact category: [__________]. Apply the $5 million asset test only to a plan category for which that paragraph requires it, and record any applicable plan fiduciary or self-directed-plan condition: [__________].

☐ Private business development company under Rule 501(a)(2)

☐ Corporation, partnership, LLC, Massachusetts or similar business trust, or organization under § 501(c)(3), with total assets over $5 million, not formed for the specific purpose of acquiring the securities

☐ Trust with assets over $5 million, not formed for the specific purpose of acquiring the securities, whose purchase is directed by a sophisticated person

☐ Entity in which all equity owners are accredited investors

☐ "Family office" with more than $5 million in assets under management, not formed for the specific purpose of acquiring the securities, whose purchase is directed by a person with the knowledge and experience specified in Rule 501(a)(12)

☐ "Family client" of a family office that itself qualifies as an accredited investor

☐ Entity of a type not listed in Rule 501(a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities, with investments in excess of $5 million under Rule 501(a)(9)

Documentation reviewed:

☐ Formation documents

☐ Most recent audited or reviewed financial statements

☐ Subscription agreement

☐ Investment adviser or manager certification

☐ Schedule of equity owners and their accredited status

4. INVESTOR REPRESENTATIONS RELIED UPON

The undersigned has obtained from the Investor (or the Investor's authorized signatory) written representations that:

• The information and documentation provided to the undersigned is true, accurate, and complete in all material respects;
• There have been no material adverse changes in the Investor's financial condition since the date of the reviewed documentation;
• The Investor will promptly notify the undersigned if any fact rendering this verification inaccurate occurs before the Investor's purchase of securities from the Issuer.

5. VERIFICATION CONCLUSION

Based on the foregoing reasonable steps, the undersigned has a reasonable basis to conclude, and does conclude, that the Investor:

☐ IS an accredited investor within the meaning of Rule 501(a) under the Securities Act.

☐ IS NOT an accredited investor.

For a natural-person Investor, this signed confirmation records the Verifier's determination and steps within the prior three months. The Issuer may assess reliance on Rule 506(c)(2)(ii)(C) only if the Verifier falls within one of that paragraph's listed professional categories and the Issuer lacks knowledge that the Investor is not accredited. For an entity Investor, the Issuer must determine whether its steps are reasonable under Rule 506(c)(2)(ii); paragraph (C)'s listed method does not cover entities. The Issuer must also satisfy the other applicable Rule 506(c) conditions at the sale.

6. LIMITATIONS AND NON-RELIANCE

6.1 This letter is limited to verification of the Investor's accredited-investor status under Rule 501(a). It does not constitute an opinion on, and the undersigned has not evaluated, the merits of the Issuer's offering, the fairness of the terms, or the suitability of the investment.

6.2 This letter is provided solely for the benefit of the Issuer named above for purposes of the specified Rule 506(c) offering and may not be relied upon by any other person or for any other purpose without the undersigned's prior written consent.

6.3 The undersigned makes no representation that the Investor will continue to qualify as an accredited investor at any time after the three-month verification window.

6.4 The undersigned has not disclosed, and shall not disclose, the underlying financial information of the Investor to the Issuer.

7. SIGNATURE

[VERIFIER FIRM NAME]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

License/Registration No.: [________________________________]

Jurisdiction: [________________________________]

Date: [__/__/____]

8. ACKNOWLEDGED BY INVESTOR

The Investor acknowledges that the Verifier is providing the foregoing verification to the Issuer in reliance on documentation and representations provided by the Investor.

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

9. SOURCES AND REFERENCES

• Rule 506(c), 17 C.F.R. § 230.506(c) — https://www.ecfr.gov/current/title-17/part-230/section-230.506
• Rule 501, 17 C.F.R. § 230.501 — https://www.ecfr.gov/current/title-17/part-230/section-230.501
• SEC Compliance & Disclosure Interpretations — Securities Act Rules, Question 260.35 et seq. — https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm
• SEC Release No. 33-10824 (August 26, 2020) (Accredited Investor Definition Amendments) — https://www.sec.gov/rules/final/2020/33-10824.pdf
• FINRA BrokerCheck — https://brokercheck.finra.org/

Disclaimer: This template is provided for informational purposes only and does not constitute legal or financial advice. Issuers and verifiers should confer with qualified securities counsel regarding the sufficiency of verification procedures under Rule 506(c).