INVESTOR QUESTIONNAIRE

RULE 506(b) OFFERING

[// GUIDANCE: Rule 506(b) permits offerings to an unlimited number of accredited investors plus up to 35 non-accredited but sophisticated investors. No general solicitation or general advertising is permitted. For non-accredited investors, the company must provide disclosure documents similar to those in registered offerings.]

---

INVESTOR QUESTIONNAIRE - RULE 506(b)

Issuer: [COMPANY NAME], a Delaware corporation (the "Company")

Offering: [DESCRIPTION OF SECURITIES]

Date: [DATE]

---

INSTRUCTIONS

This questionnaire is being furnished to prospective investors in connection with a private offering of securities by the Company pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act").

The purpose of this questionnaire is to:
1. Determine whether you qualify as an "accredited investor";
2. If you are not accredited, determine whether you are a "sophisticated investor";
3. Confirm that you learned of this offering through means other than general solicitation or advertising;
4. Obtain information required by the Company to comply with securities laws.

Your responses will be kept confidential.

---

PART A - INVESTOR INFORMATION

A.1 Type of Investor

☐ Individual
☐ Joint Investment (with spouse/spousal equivalent)
☐ Entity (corporation, LLC, partnership, trust, etc.)

A.2 Contact Information

Full Legal Name: _______________________________________________

Address: _______________________________________________

City, State, ZIP: _______________________________________________

Country: _______________________________________________

Email: _______________________________________________

Phone: _______________________________________________

Date of Birth (individuals): _______________

State/Country of Formation (entities): _______________

Tax ID / SSN (last 4 digits): _______________

---

PART B - ACCREDITED INVESTOR STATUS

[// GUIDANCE: If the investor qualifies as accredited, they need not complete Part C (Sophisticated Investor).]

B.1 Individual Accredited Investor

Please check all categories that apply:

☐ (a) Income Test: I had individual income in excess of $200,000 (or joint income with spouse/spousal equivalent in excess of $300,000) in each of the two most recent years and reasonably expect the same for the current year.

☐ (b) Net Worth Test: I have (or together with spouse/spousal equivalent have) a net worth in excess of $1,000,000, excluding the value of my primary residence.

☐ (c) Professional Credentials: I hold in good standing one of the following: Series 7, Series 65, or Series 82 license.

☐ (d) Director/Officer: I am a director, executive officer, or general partner of the Company.

☐ (e) Knowledgeable Employee: I am a knowledgeable employee of a private fund investing in that fund.

☐ (f) Family Client: I am a family client of a qualifying family office, and this investment is directed by that family office.

B.2 Entity Accredited Investor

Please check all categories that apply:

☐ (a) Financial Institution: Bank, savings and loan, insurance company, registered investment company, business development company, or small business investment company.

☐ (b) Employee Benefit Plan: ERISA plan with assets over $5,000,000 or with investment decisions made by a qualifying fiduciary.

☐ (c) Nonprofit (501(c)(3)): With assets over $5,000,000, not formed for this investment.

☐ (d) Trust: With assets over $5,000,000, not formed for this investment, with a sophisticated trustee.

☐ (e) Entity with $5M+ Assets: Corporation, partnership, or LLC with assets over $5,000,000, not formed for this investment.

☐ (f) All Owners Accredited: Entity in which all equity owners are accredited investors.

☐ (g) Investment Adviser: SEC-registered, state-registered, or exempt reporting adviser.

☐ (h) Family Office: With assets under management over $5,000,000, not formed for this investment.

☐ (i) Registered Broker-Dealer

B.3 Accredited Investor Certification

☐ I AM an accredited investor based on the category(ies) checked above. (Skip to Part D)

☐ I am NOT an accredited investor. (Complete Part C)

---

PART C - SOPHISTICATED INVESTOR STATUS

[// GUIDANCE: Rule 506(b) permits up to 35 non-accredited investors who are "sophisticated" - i.e., they have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment, either alone or with a purchaser representative.]

C.1 Sophistication Determination

IMPORTANT: If you are NOT an accredited investor, you must demonstrate that you (alone or with a purchaser representative) have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of this investment.

C.2 Education and Professional Background

Highest Level of Education Completed:
☐ High School
☐ Associate's Degree
☐ Bachelor's Degree
☐ Master's Degree
☐ Doctorate/Professional Degree (JD, MD, PhD)
☐ Other: _______________

Field(s) of Study: _______________________________________________

Current Occupation: _______________________________________________

Employer: _______________________________________________

Years in Current Position: _______________

C.3 Financial and Investment Experience

Please describe your experience with investments in private companies, securities, or similar financial matters:

_______________________________________________

_______________________________________________

_______________________________________________

Approximate number of private investments you have made: _______________

Types of investments you have experience with (check all that apply):
☐ Public stocks and bonds
☐ Mutual funds or ETFs
☐ Private company equity (angel investments, venture capital)
☐ Real estate investments
☐ Hedge funds or private equity funds
☐ Convertible notes or SAFEs
☐ Cryptocurrency or digital assets
☐ Other: _______________

C.4 Professional Certifications and Licenses

Do you hold any of the following (even if you do not qualify as accredited based on these credentials)?

☐ CPA (Certified Public Accountant)
☐ CFA (Chartered Financial Analyst)
☐ CFP (Certified Financial Planner)
☐ Attorney (licensed)
☐ MBA or similar business degree
☐ Other relevant credential: _______________

C.5 Purchaser Representative

[// GUIDANCE: A non-accredited investor may rely on a "purchaser representative" to satisfy the sophistication requirement.]

☐ I will be using a Purchaser Representative to assist me in evaluating this investment.

If yes, please provide the following information:

Purchaser Representative Name: _______________________________________________

Company/Firm: _______________________________________________

Professional Credentials: _______________________________________________

Relationship to Investor: _______________________________________________

Contact Information: _______________________________________________

The Purchaser Representative must complete and sign the Purchaser Representative Questionnaire (Exhibit A).

C.6 Sophisticated Investor Certification

Based on the information provided above, do you believe you have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of this investment?

☐ Yes, I am capable of evaluating this investment on my own.

☐ Yes, I am capable of evaluating this investment with the assistance of my Purchaser Representative.

☐ No, I do not believe I am capable of evaluating this investment. (You may not be eligible to invest.)

---

PART D - NO GENERAL SOLICITATION CONFIRMATION

[// GUIDANCE: This is CRITICAL for Rule 506(b) compliance. General solicitation or advertising is prohibited.]

D.1 How You Learned of This Offering

How did you first learn about this investment opportunity? (Check one)

☐ Pre-existing relationship with a founder, officer, or director of the Company
☐ Pre-existing relationship with an existing investor in the Company
☐ Introduction through a personal or professional contact
☐ Through a registered broker-dealer or investment adviser
☐ Through a business relationship (vendor, customer, partner)
☐ Through a professional network (alumni association, industry group)
☐ Other: _______________________________________________

D.2 Pre-Existing Relationship

Please describe your pre-existing relationship with the Company or the person who introduced you to this opportunity:

_______________________________________________

_______________________________________________

How long have you known this person or entity? _______________

D.3 General Solicitation Certification

☐ I confirm that I did NOT learn about this offering through:
- Public advertisements (print, TV, radio, billboards)
- Internet advertisements or social media posts directed at the general public
- Mass mailings or email blasts
- General seminars or meetings where attendees were invited through general advertising
- Any other form of general solicitation or general advertising

☐ I confirm that I had a pre-existing substantive relationship with the Company or the person who introduced me to this opportunity before I learned about this investment opportunity.

---

PART E - INVESTMENT SUITABILITY

E.1 Financial Situation

Approximate Annual Income:
☐ Under $100,000
☐ $100,000 - $200,000
☐ $200,000 - $500,000
☐ Over $500,000

Approximate Net Worth (excluding primary residence):
☐ Under $500,000
☐ $500,000 - $1,000,000
☐ $1,000,000 - $5,000,000
☐ Over $5,000,000

Approximate Liquid Net Worth (cash, securities, etc.):
☐ Under $250,000
☐ $250,000 - $500,000
☐ $500,000 - $1,000,000
☐ Over $1,000,000

E.2 Investment Objectives

Primary Investment Objective (check one):
☐ Capital preservation
☐ Income generation
☐ Capital appreciation
☐ Speculation / High growth

Investment Time Horizon:
☐ Less than 1 year
☐ 1-3 years
☐ 3-5 years
☐ 5-10 years
☐ More than 10 years

E.3 Risk Tolerance

How would you describe your risk tolerance?
☐ Conservative (minimal risk)
☐ Moderate (balanced approach)
☐ Aggressive (willing to accept significant risk for higher potential returns)
☐ Speculative (willing to accept loss of entire investment)

E.4 Percentage of Net Worth

What percentage of your net worth will this investment represent?
☐ Less than 5%
☐ 5% - 10%
☐ 10% - 25%
☐ More than 25%

---

PART F - REPRESENTATIONS AND ACKNOWLEDGMENTS

The undersigned represents, warrants, and acknowledges that:

F.1 Accuracy

All information provided in this questionnaire is true, complete, and accurate.

F.2 No General Solicitation

The undersigned learned of this investment opportunity through means other than general solicitation or general advertising, and had a pre-existing substantive relationship with the Company or the person who introduced the undersigned to this opportunity.

F.3 Investment Purpose

The undersigned is acquiring the securities for investment purposes only and not with a view to distribution or resale.

F.4 Risk Acknowledgment

The undersigned understands that this investment involves a high degree of risk and the potential loss of the entire investment.

F.5 Access to Information

The undersigned has received and reviewed all information about the Company that the undersigned considers necessary or appropriate to make an informed investment decision, and has had the opportunity to ask questions and receive answers.

F.6 Independent Decision

The undersigned is making this investment decision independently and is not relying on any representations or advice from the Company, except as set forth in the offering documents.

F.7 Sophisticated Investor (If Applicable)

If the undersigned is not an accredited investor, the undersigned (alone or with a purchaser representative) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment.

F.8 Indemnification

The undersigned agrees to indemnify and hold harmless the Company from any liability arising from any misrepresentation in this questionnaire.

---

PART G - SIGNATURE

I certify under penalty of perjury that the information provided in this questionnaire is true, complete, and accurate.

INVESTOR:

_________________________________
Signature

_________________________________
Printed Name

_________________________________
Date

---

JOINT INVESTOR (IF APPLICABLE):

_________________________________
Signature

_________________________________
Printed Name

_________________________________
Date

---

EXHIBIT A - PURCHASER REPRESENTATIVE QUESTIONNAIRE

[// GUIDANCE: Complete this section only if a purchaser representative is being used.]

PURCHASER REPRESENTATIVE CERTIFICATION

I, _______________________________________________ (the "Purchaser Representative"), hereby certify that:

1. I am not affiliated with the Company or any of its officers, directors, or 10%+ shareholders (or if affiliated, the investor has been informed and consents);

2. I have such knowledge and experience in financial and business matters that I am capable of evaluating, alone or together with the investor, the merits and risks of this investment;

3. I have been engaged by the investor identified above to serve as their purchaser representative in connection with this investment;

4. I have disclosed to the investor any material relationship I have with the Company or its affiliates.

Professional Background:

_______________________________________________

_______________________________________________

Compensation for Services (if any):

_______________________________________________

PURCHASER REPRESENTATIVE SIGNATURE:

_________________________________

Name: _______________________________________________

Date: _______________________________________________

---

This Investor Questionnaire is designed for offerings made pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933. Rule 506(b) prohibits general solicitation and permits up to 35 non-accredited sophisticated investors. This document should be reviewed by qualified legal counsel before use.