Investor Status Verification Form

Investor Status Verification Form

This Investor Status Verification Form (the "Form") is executed as of Effective Date: by and between Investor Name: whose principal address is Investor Address: (\"Investor\") and Issuer Name: whose principal address is Issuer Address: (\"Issuer\").

RECITALS

WHEREAS, Issuer is conducting an offering of securities described as Offering Name: (the "Offering") and requires verification of the status of prospective purchasers for purposes of applicable securities laws and the terms of the Offering; and

WHEREAS, Investor desires to participate in the Offering and to certify certain facts concerning Investor's financial status, investment experience, and legal capacity to acquire securities; and

WHEREAS, Issuer requires satisfactory verification of Investor status as a condition to accepting subscriptions for the Offering.

NOW, THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following terms have the meanings set forth below: "Accredited Investor" means a person or entity that meets the criteria set forth in the representations and certifications in Section 2 below; "Offering" has the meaning set forth above; "Securities" means the securities issued in the Offering.

2. INVESTOR REPRESENTATIONS AND CERTIFICATIONS

Investor hereby represents, warrants and certifies to Issuer as of the Effective Date and as of the date of any issuance of Securities to Investor as follows:

(a) Investor has full legal capacity and authority to enter into this Form and to perform its obligations hereunder. The execution and delivery of this Form and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Investor.

(b) Investor's principal legal form (select all that apply):

Individual Corporation Limited Liability Company Trust Other (specify):

(c) Investor certifies its investor status by selecting applicable statements below (check all that apply and provide amounts where requested). By checking any box, Investor warrants that the facts stated are true, complete and based upon reasonable documentation maintained by Investor.

Investor is an individual whose net worth, individually or jointly with spouse, exceeds excluding primary residence, and Investor has reasonable grounds for such belief. Investor had an annual income in excess of in each of the two most recent years and reasonably expects the same income level in the current year. Investor is an entity with total assets in excess of and authorized to make investments without reliance on the general public. Investor is a broker-dealer, registered investment adviser, or other regulated entity subject to oversight and is qualified under applicable law as a sophisticated investor. Investor possesses such knowledge, experience and expertise in financial and business matters that Investor is capable of evaluating the merits and risks of the prospective investment and bears the economic risk of the investment. Other basis for qualification (describe):

3. ISSUER REPRESENTATIONS

Issuer represents that it will rely on the certifications and representations made by Investor in connection with determining Investor's eligibility to participate in the Offering. Issuer agrees to keep Investor's financial information confidential except as required by law or as reasonably necessary to verify the certifications to third parties engaged in the verification process.

4. RELIANCE; USE OF INFORMATION

Investor acknowledges that Issuer will rely on the representations and certifications contained herein in determining Investor's eligibility to acquire Securities, and that such reliance is a material inducement to Issuer to accept Investor's subscription. Investor authorizes Issuer to disclose and verify the information provided in this Form to underwriters, legal counsel, accountants, and other persons reasonably necessary to conduct customary due diligence.

5. INVESTOR ACKNOWLEDGMENTS

Investor acknowledges that (i) the Securities have not been registered under federal or state securities laws and may be subject to resale restrictions, (ii) Investor has had the opportunity to ask questions and receive answers concerning the Offering and Issuer, and (iii) Investor is prepared to bear the economic risk of an investment that may be illiquid or subject to loss.

6. INDEMNIFICATION

Investor agrees to indemnify, defend and hold harmless Issuer and its officers, directors, employees and agents from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from any misrepresentation, breach of warranty, or failure to perform any obligation under this Form by Investor.

7. NOTICES

All notices and communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or such other address as any party may specify in writing).

8. AMENDMENTS; WAIVER

This Form may only be amended, modified or waived in a writing signed by both parties. No waiver of any provision hereof shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought.

9. COUNTERPARTS; ELECTRONIC SIGNATURES

This Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

10. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties. If any provision of this Form is determined to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

12. CERTIFICATION AND DOCUMENTATION

Investor agrees to provide, upon Issuer's request, documentation reasonably necessary to substantiate the representations made herein, including but not limited to financial statements, tax returns, bank or brokerage statements, or letters from attorneys or accountants. Investor understands that failure to provide requested documentation may result in rejection of Investor's subscription.

13. REPRESENTATIVE CONTACTS

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