INVESTOR QUESTIONNAIRE AND VERIFICATION

RULE 506(c) OFFERING

[// GUIDANCE: Rule 506(c) permits general solicitation and advertising, but ALL investors must be accredited investors, and the issuer must take "reasonable steps to verify" accredited investor status. The March 2025 SEC no-action letter confirmed that minimum investment amounts ($200,000 for individuals, $1,000,000 for entities) can satisfy the verification requirement if accompanied by certain representations.]

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INVESTOR QUESTIONNAIRE - RULE 506(c)

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

Offering: [DESCRIPTION OF SECURITIES]

Date: [DATE]

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IMPORTANT NOTICE

This offering is being made pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. Under Rule 506(c):

• The Company may engage in general solicitation and advertising;
• ALL investors must be accredited investors;
• The Company must take reasonable steps to verify that each investor is an accredited investor.

Non-accredited investors are NOT eligible to invest in this offering.

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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: _______________________________________________

Tax ID / SSN (last 4 digits): _______________

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PART B - ACCREDITED INVESTOR STATUS AND VERIFICATION

[// GUIDANCE: Under Rule 506(c), the issuer must verify accredited investor status. The SEC has provided safe harbor verification methods, and the March 2025 guidance added minimum investment amount as an acceptable verification method.]

B.1 Individual Accredited Investor Categories

Please check the category under which you qualify as an accredited investor:

Income-Based Qualification:

☐ (a) Individual Income Test: I had individual income in excess of $200,000 in each of the two most recent calendar years and reasonably expect to have individual income in excess of $200,000 in the current year.

☐ (b) Joint Income Test: I had joint income with my spouse/spousal equivalent in excess of $300,000 in each of the two most recent calendar years and reasonably expect to have joint income in excess of $300,000 in the current year.

Net Worth-Based Qualification:

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

Professional Credentials:

☐ (d) Series 7 License: I hold a General Securities Representative license (Series 7) in good standing.

☐ (e) Series 65 License: I hold an Investment Adviser Representative license (Series 65) in good standing.

☐ (f) Series 82 License: I hold a Private Securities Offerings Representative license (Series 82) in good standing.

Other Categories:

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

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

☐ (i) Family Client: I am a family client of a qualifying family office directing this investment.

B.2 Entity Accredited Investor Categories

☐ (a) Financial Institution: Bank, insurance company, registered investment company, business development company, or SBIC.

☐ (b) ERISA Plan: Employee benefit plan with assets over $5,000,000 or with 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: Not formed for this investment.

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

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

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

☐ (i) Broker-Dealer: SEC-registered broker-dealer.

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PART C - VERIFICATION METHOD SELECTION

[// GUIDANCE: The issuer must select and implement a verification method. The March 2025 SEC no-action letter confirmed minimum investment amounts as an acceptable verification method.]

C.1 Verification Method for Income-Based Qualification

If you are relying on the income test (Section B.1(a) or (b)), please select your preferred verification method:

Safe Harbor Methods:

☐ (1) Tax Returns: I will provide copies of my IRS Form W-2, Form 1099, Schedule K-1, or similar tax documents for the past two years showing income exceeding the applicable threshold.

☐ (2) Third-Party Verification Letter: I will provide a written confirmation from a CPA, attorney, registered investment adviser, or licensed broker-dealer that has verified my income within the past three months.

March 2025 Guidance Method:

☐ (3) Minimum Investment Amount: I am investing at least $200,000 and I represent that:
- I have not financed any portion of this investment through any third-party loan or credit facility; and
- My investment is not being funded by any third party.

C.2 Verification Method for Net Worth-Based Qualification

If you are relying on the net worth test (Section B.1(c)), please select your preferred verification method:

Safe Harbor Methods:

☐ (1) Asset Documentation: I will provide:
- Bank statements, brokerage statements, and other statements of securities holdings dated within the past three months; and
- A consumer credit report from a nationwide credit reporting agency showing liabilities.

☐ (2) Third-Party Verification Letter: I will provide a written confirmation from a CPA, attorney, registered investment adviser, or licensed broker-dealer that has verified my net worth within the past three months.

March 2025 Guidance Method:

☐ (3) Minimum Investment Amount: I am investing at least $200,000 and I represent that:
- I have not financed any portion of this investment through any third-party loan or credit facility; and
- My investment is not being funded by any third party.

C.3 Verification Method for Professional Credentials

If you are relying on professional credentials (Section B.1(d)-(f)):

☐ I will provide documentation confirming that I hold the indicated license in good standing (e.g., FINRA BrokerCheck confirmation or similar documentation).

C.4 Verification Method for Entities

If you are an entity investor, please select your verification method:

☐ (1) Financial Statements: I will provide audited or unaudited financial statements showing assets exceeding $5,000,000.

☐ (2) Third-Party Verification Letter: I will provide a written confirmation from a CPA, attorney, or similar professional.

☐ (3) All Owners Accredited: I will provide completed accredited investor questionnaires for each equity owner.

☐ (4) Minimum Investment Amount: The entity is investing at least $1,000,000 and represents that:
- No portion of this investment is financed through third-party loans; and
- The entity was not formed for the specific purpose of acquiring these securities.

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PART D - VERIFICATION DOCUMENTATION

D.1 Documents to Be Provided

Based on your selection in Part C, please indicate which documents you are providing or will provide:

For Income Verification:
☐ IRS Form W-2 (Year 1: _____)
☐ IRS Form W-2 (Year 2: _____)
☐ IRS Form 1040 (Year 1: _____)
☐ IRS Form 1040 (Year 2: _____)
☐ Schedule K-1 (Year 1: _____)
☐ Schedule K-1 (Year 2: _____)
☐ Third-party verification letter

For Net Worth Verification:
☐ Bank statement(s) dated: _____
☐ Brokerage statement(s) dated: _____
☐ Real estate appraisal(s) dated: _____
☐ Consumer credit report dated: _____
☐ Third-party verification letter

For Professional Credentials:
☐ FINRA BrokerCheck confirmation
☐ State licensing board confirmation
☐ Copy of license/certificate

For Entity Verification:
☐ Audited financial statements
☐ Unaudited financial statements
☐ Organizational documents
☐ Owner questionnaires

D.2 Third-Party Verification Letter (If Applicable)

If you are providing a third-party verification letter, please provide the following information:

Name of Verifying Professional: _______________________________________________

Title/Credentials: _______________________________________________

Firm Name: _______________________________________________

Phone: _______________________________________________

Email: _______________________________________________

License/Registration Number: _______________________________________________

Date of Verification: _______________________________________________

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PART E - MINIMUM INVESTMENT VERIFICATION

[// GUIDANCE: Per the March 2025 SEC no-action letter, if the investor meets the minimum investment threshold and makes certain representations, this can satisfy the verification requirement.]

E.1 Investment Amount

Amount of Investment: $_______________________________________________

E.2 Required Representations for Minimum Investment Verification

If your investment is $200,000 or more (individual) or $1,000,000 or more (entity), please confirm the following:

☐ I represent that I am an accredited investor as defined in Rule 501(a) of Regulation D.

☐ I represent that I have not financed any portion of my investment in the Company's securities through any loan, credit facility, or other third-party financing arrangement.

☐ I represent that my investment is not being made with funds provided by any third party for the purpose of enabling me to meet the minimum investment threshold.

☐ I understand that the Company is relying on these representations to satisfy its verification obligations under Rule 506(c).

☐ I acknowledge that providing false information may subject me to legal liability.

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PART F - REPRESENTATIONS AND ACKNOWLEDGMENTS

F.1 Accredited Investor Certification

I hereby certify that I am an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, based on the category(ies) indicated in Part B of this questionnaire.

F.2 Verification Consent

I consent to the Company taking reasonable steps to verify my accredited investor status, including:
- Reviewing the documentation I have provided or will provide;
- Contacting third parties identified in this questionnaire;
- Conducting background checks as permitted by law.

F.3 Accuracy of Information

I represent and warrant that all information provided in this questionnaire is true, complete, and accurate, and I will promptly notify the Company of any material changes.

F.4 Investment Representations

I represent and warrant that:

(a) I am acquiring the securities for my own account for investment purposes only and not with a view to distribution or resale;

(b) I understand that the securities have not been registered under the Securities Act and may not be transferred except pursuant to an exemption from registration;

(c) I understand that this investment involves a high degree of risk and the potential loss of the entire investment;

(d) I have received and reviewed all information I consider necessary to make an informed investment decision;

(e) I have had the opportunity to ask questions and receive answers from the Company.

F.5 Indemnification

I agree to indemnify and hold harmless the Company and its officers, directors, and agents from any liability arising from any misrepresentation or breach of warranty contained in this questionnaire.

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PART G - SIGNATURE

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

INDIVIDUAL INVESTOR:

_________________________________
Signature

_________________________________
Printed Name

_________________________________
Date

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JOINT INVESTOR (IF APPLICABLE):

_________________________________
Signature

_________________________________
Printed Name

_________________________________
Date

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ENTITY INVESTOR:

[ENTITY NAME]

By: _________________________________

Name: _________________________________

Title: _________________________________

Date: _________________________________

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FOR COMPANY USE ONLY

Item	Status	Notes
Questionnaire Received	☐	Date: _____
Accredited Status Category		Category: _____
Verification Method		Method: _____
Documentation Received	☐
Documentation Reviewed	☐	Reviewer: _____
Verification Complete	☐	Date: _____
Approved for Investment	☐ Yes ☐ No
Notes

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EXHIBIT A - THIRD-PARTY VERIFICATION LETTER TEMPLATE

[// GUIDANCE: Provide this template to investors who choose third-party verification.]

ACCREDITED INVESTOR VERIFICATION LETTER

[Date]

To: [COMPANY NAME]
Re: Accredited Investor Verification for [INVESTOR NAME]

I, [VERIFIER NAME], am a [CPA / Attorney / Registered Investment Adviser / Licensed Broker-Dealer] licensed/registered in [STATE/JURISDICTION], License/Registration No. [NUMBER].

I have taken reasonable steps to verify that [INVESTOR NAME] qualifies as an "accredited investor" under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, based on the following:

☐ Income Test: I have reviewed the investor's tax returns (Forms W-2, 1040, K-1, etc.) for the years [YEAR] and [YEAR] and confirmed that the investor had [individual/joint] income exceeding $[200,000/300,000] in each of those years.

☐ Net Worth Test: I have reviewed the investor's financial statements, bank statements, brokerage statements, and credit report, and confirmed that the investor has a net worth (excluding primary residence) exceeding $1,000,000.

This verification was completed within the past three (3) months.

VERIFIER:

_________________________________
Signature

_________________________________
Printed Name

_________________________________
Title/Credentials

_________________________________
License/Registration Number

_________________________________
Firm Name

_________________________________
Contact Information

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This Investor Questionnaire is designed for offerings made pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. Rule 506(c) requires verification of accredited investor status. The March 2025 SEC no-action letter confirmed that minimum investment amounts can satisfy the verification requirement under certain conditions. This document should be reviewed by qualified legal counsel before use.