ACCREDITED INVESTOR QUESTIONNAIRE

[// GUIDANCE: This questionnaire is used to determine whether an investor qualifies as an "accredited investor" under Rule 501(a) of Regulation D. The definition was expanded by SEC rules effective December 8, 2020, and further guidance was issued in March 2025 regarding verification methods.]

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ACCREDITED INVESTOR QUESTIONNAIRE

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

Offering: [DESCRIPTION OF SECURITIES]

Date: [DATE]

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INSTRUCTIONS

This questionnaire is being furnished to prospective investors in connection with the offering of securities by the Company. The purpose of this questionnaire is to determine whether you qualify as an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").

Please complete all applicable sections of this questionnaire. Your responses will be kept confidential and used solely for the purpose of determining your eligibility to invest.

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SECTION 1 - INVESTOR IDENTIFICATION

1.1 Type of Investor

Please indicate the type of investor:

☐ Individual (complete Section 2A)
☐ Joint Investment (with spouse/partner) (complete Section 2A)
☐ Entity (corporation, LLC, partnership, trust, etc.) (complete Section 2B)

1.2 Contact Information

Full Legal Name: _______________________________________________

Address: _______________________________________________

City, State, ZIP: _______________________________________________

Country: _______________________________________________

Email: _______________________________________________

Phone: _______________________________________________

Tax ID / SSN (last 4 digits): _______________

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SECTION 2A - INDIVIDUAL ACCREDITED INVESTOR STATUS

[// GUIDANCE: Rule 501(a) includes multiple categories of accredited investors for individuals. The most common are income and net worth tests.]

2.1 Income Test

Please check if applicable:

☐ I had individual income (excluding income of spouse) 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.

☐ 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.

"Spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse.

2.2 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.

[// GUIDANCE: Net worth is calculated by subtracting total liabilities from total assets. The value of the primary residence is excluded from assets, and mortgage debt on the primary residence is excluded from liabilities up to the fair market value of the residence. Any mortgage debt exceeding the fair market value must be included as a liability.]

2.3 Professional Certifications

[// GUIDANCE: Added by SEC amendments effective December 8, 2020.]

☐ I hold one or more of the following professional certifications, designations, or credentials in good standing:

☐ General Securities Representative License (Series 7)
☐ Investment Adviser Representative License (Series 65)
☐ Private Securities Offerings Representative License (Series 82)
☐ Other SEC-designated credential: _______________

2.4 Knowledgeable Employees

☐ I am a "knowledgeable employee" of a private fund (as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940), with respect to investments in that private fund.

2.5 Directors, Executive Officers, or General Partners

☐ I am a director, executive officer, or general partner of the Company, or a director, executive officer, or general partner of a general partner of the Company.

2.6 Family Offices and Family Clients

☐ I am a "family client" (as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940) of a family office that qualifies as an accredited investor under Rule 501(a)(12), and the investment was directed by such family office.

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SECTION 2B - ENTITY ACCREDITED INVESTOR STATUS

2.7 Entity Type

Please indicate the type of entity:

☐ Corporation
☐ Limited Liability Company (LLC)
☐ Partnership (General or Limited)
☐ Trust
☐ Nonprofit Organization (501(c)(3))
☐ Employee Benefit Plan
☐ Investment Company / Private Fund
☐ Bank / Insurance Company / Registered Broker-Dealer
☐ Other: _______________

2.8 Entity Accredited Investor Categories

Please check all categories that apply:

☐ (a) Financial Institutions: The entity is a bank, savings and loan association, insurance company, registered investment company, business development company, or small business investment company.

☐ (b) Employee Benefit Plans: The entity is an employee benefit plan within the meaning of ERISA with (i) total assets in excess of $5,000,000, or (ii) investment decisions made by a plan fiduciary that is a bank, savings and loan, insurance company, or registered investment adviser, or (iii) the plan is a self-directed plan with investment decisions made solely by accredited investors.

☐ (c) Private Business Development Company: The entity is a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.

☐ (d) Nonprofit Organizations: The entity is an organization described in Section 501(c)(3) of the Internal Revenue Code with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered.

☐ (e) Trusts: The entity is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, and whose purchase is directed by a sophisticated person.

☐ (f) $5 Million Asset Test: The entity is a corporation, partnership, LLC, or other entity with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered.

☐ (g) All Owners Accredited: The entity is an entity in which all of the equity owners are accredited investors (attach a separate questionnaire for each owner).

☐ (h) Investment Advisers: The entity is an SEC-registered investment adviser, a state-registered investment adviser, or an exempt reporting adviser under Section 203(l) or (m) of the Investment Advisers Act of 1940.

☐ (i) Rural Business Investment Companies: The entity is a rural business investment company as defined in Section 384A of the Consolidated Farm and Rural Development Act.

☐ (j) Family Offices: The entity is a family office (as defined in Rule 202(a)(11)(G)-1) with assets under management in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

☐ (k) SEC/State-Registered Entities: The entity is a registered broker-dealer.

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SECTION 3 - VERIFICATION DOCUMENTS

[// GUIDANCE: For Rule 506(c) offerings (which permit general solicitation), the issuer must take reasonable steps to verify accredited investor status. For Rule 506(b) offerings, self-certification is generally sufficient. The March 2025 SEC guidance confirmed that minimum investment amounts ($200,000 for individuals, $1,000,000 for entities) can serve as verification.]

3.1 Individual Verification (If Applicable)

If you are relying on the income or net worth tests, please indicate which verification documents you are prepared to provide:

For Income Verification:
☐ IRS Form W-2 for the past two years
☐ Tax returns (Form 1040) for the past two years
☐ Letter from CPA, attorney, registered investment adviser, or licensed broker-dealer

For Net Worth Verification:
☐ Bank statements, brokerage statements, or other account statements
☐ Appraisals of real estate and other assets
☐ Credit report showing liabilities
☐ Letter from CPA, attorney, registered investment adviser, or licensed broker-dealer

3.2 Entity Verification (If Applicable)

If you are relying on an entity accredited investor category, please indicate which verification documents you are prepared to provide:

☐ Recent financial statements (audited or unaudited)
☐ Tax returns
☐ Organizational documents (certificate of incorporation, operating agreement, etc.)
☐ Third-party verification letter (CPA, attorney, etc.)
☐ Questionnaires from all equity owners (if relying on "all owners accredited" category)

3.3 Investment Amount Verification

[// GUIDANCE: Per the March 2025 SEC guidance, minimum investment amounts can satisfy verification requirements.]

☐ I am investing at least $200,000 (individual) or $1,000,000 (entity) and represent that I have not financed any portion of this investment through third-party loans.

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SECTION 4 - REPRESENTATIONS AND ACKNOWLEDGMENTS

The undersigned represents, warrants, and acknowledges that:

4.1 Accuracy of Information

All information provided in this questionnaire is true, complete, and accurate, and the undersigned will promptly notify the Company of any changes.

4.2 Sophistication

The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the securities.

4.3 Risk Acknowledgment

The undersigned understands that:

(a) An investment in the securities involves a high degree of risk and the potential loss of the entire investment;

(b) There is no public market for the securities and none is expected to develop;

(c) The securities have not been registered under the Securities Act and may not be transferred except pursuant to an exemption from registration.

4.4 Investment Purpose

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

4.5 No General Solicitation (Rule 506(b) Only)

☐ The undersigned confirms that the undersigned became aware of this offering through means other than general solicitation or general advertising.

4.6 Indemnification

The undersigned agrees 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.

4.7 Consent to Verification

The undersigned consents to the Company taking reasonable steps to verify the undersigned's accredited investor status, including contacting third parties identified in this questionnaire.

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SECTION 5 - 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
Questionnaire Reviewed	☐
Accredited Investor Status Verified	☐
Verification Method	_______________
Reviewed By	_______________
Date	_______________
Approved for Investment	☐ Yes ☐ No

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This Accredited Investor Questionnaire is designed to comply with Rule 501(a) of Regulation D under the Securities Act of 1933. The definition of "accredited investor" was amended by the SEC effective December 8, 2020, and further guidance was issued in March 2025. This document should be reviewed by qualified legal counsel before use.