Accredited Investor Status Certification Letter Individual

Transcription

1 Accredited Investor Status Certification Letter Individual Instructions: 1. Investor to complete Part I and Part II of this form. 2. Independent Third Party to complete Part III of this form. 3. Investor OR Independent Third Party to Parts I, II and III in a single to support@rabbleworks.com with Subject: Verify AOA. This Questionnaire is being distributed to the Investor by rabble to verify the status of the Investor as an accredited investor in connection with the Investor s potential purchase of securities (the Securities ) offered for sale by Atlantic Ocean Aquaculture, LLC (the Company ) that is only open to accredited investors. To be qualified to invest in the Securities, the Investor must either (i) be an accredited investor (as that term is defined in Rule 501(a) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act )). The Company will rely upon the assumed accuracy and completeness of the information provided in this Questionnaire in establishing that the issuance of the Securities is exempt from the registration requirements of the Securities Act. Accordingly, the Investor is obligated to read this Questionnaire carefully and to answer the items contained herein completely and accurately. Part I. Accredited Investor Status: The Investor hereby represents and warrants that (please check the appropriate box): it is an accredited investor (as defined in Rule 501(a) under the Securities Act) (meets one of the qualifications on the following page); and if the Investor is a natural person, he or she is at least 21 years of age and has adequate means of providing for all his or her current and foreseeable needs and personal contingencies and has no need for liquidity in this investment, and if it is an unincorporated association, all of its members who are U.S. persons within the meaning of Regulation S under the Securities Act are at least 21 years of age.1 The Investor hereby represents and warrants that it is an accredited investor as defined in Rule 501(a) under the Securities Act) on the basis that it is (please check appropriate box/es): 1 If the Investor is an entity and not a natural person or unincorporated association, please complete the Accredited Investor Status Certification Letter Entities form.

2 (1) a director or executive officer of the Company; (2) a natural person and has individual income in excess of $200,000 in each of the two most recent years, or joint income with their spouse in excess of $300,000 during each of the two most recent years and reasonably expects to reach the same income level in the current year; and/or (3) a natural person and has a net worth2, either alone or with their spouse, of more than $1,000,000 (excluding the value of the Investor s primary residence and any debt secured by the Investor s primary residence other than (1) debt secured by the Investor s primary residence that exceeds the fair market value of such primary residence, or (2) debt secured by the Investor s primary residence that the Investor borrowed within the past 60 days not for the purpose of purchasing such primary residence). 2 For these purposes, net worth means the excess of: total assets at fair market value (including all personal and real property, but excluding the estimated fair market value of your primary residence) minus total liabilities. For these purposes, liabilities excludes any mortgage or other debt secured by your primary residence in an amount of up to the estimated fair market value of that residence; but includes any mortgage or other debt secured by your primary residence in an amount in excess of the estimated fair market value of that residence.

3 Part II. Independent Third-Party Verification: To verify my status as an Accredited Investor, I hereby request that a Third Party contact the Company: Name: Firm name: Telephone: Address: A registered broker-dealer, as defined in the Securities Exchange Act of 1934, as amended; An investment adviser registered with the Securities and Exchange Commission; A licensed attorney in good standing under the laws of the jurisdictions in which I am admitted to practice law; or A certified public accountant in good standing under the laws of the place of my residence or principal office. The Investor understands that the person or firm named above will send the Company a Verification Letter substantially in the form attached as Annex A. The Investor has informed the person named above to contact the Company to verify its status as an accredited investor and the Investor hereby authorizes the Company and its agents to communicate with the person or firm named above to obtain such verification. The Investor represents that it understands that it is solely responsible for paying any fees charged by the person or firm named above in connection with verifying the Investor s status as an accredited investor. Disclaimers and Limitations: This Questionnaire is limited to the matters expressly set forth herein and speaks only as of the date set forth below. Nothing may be inferred or implied beyond the matters expressly contained herein. This Questionnaire may be relied upon by the Company and rabble in connection with the offering and sale of the Securities. This Questionnaire may not be used, quoted from, referred to, or relied upon by the Company, rabble or by any other person for any other purpose. By signing below, you are representing to the Company and rabble that (a) the information you have provided in this Questionnaire and any supporting document provided pursuant to Part III hereof is complete and accurate as of the date set forth below and that the Company and rabble may rely on such information and (b) you will notify the Company and rabble promptly of any material change in any such information that occurs prior to acceptance of this subscription.

4 Investor Signature: Signature: Dated: Name: Investor s Spouse Signature: (NOTE: The Investor s spouse need only sign if the Investor is a proving its accredited investor status based on joint income or joint net worth with the spouse under Part I (2) or (3). A spouse who signs this Questionnaire makes all representations set out in this Questionnaire, including those relating to joint income or joint net worth, as applicable.) Signature: Dated: Name: Telephone:

5 Part III: Independent Third Party Verification Form 3 [FIRM NAME OR INDIVIDUAL NAME OF INDEPENDENT THIRD-PARTY] [ADDRESS FOR INDEPENDENT THIRD-PARTY] Dear Mr. Roger Bason: Your client, [NAME OF PROSPECTIVE INVESTOR] (the Prospective Investor ), has asked us to contact you directly to request that you verify the Prospective Investor s status an accredited investor as that term is defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (an Accredited Investor ). We are requesting this verification to ensure that the Prospective Investor is eligible to participate in a placement of securities (the Offering ) by Atlantic Ocean Aquaculture, LLC (the Company ) that is only open to Accredited Investors. Based on representations made to us by the Prospective Investor, we understand that you are [a registered broker-dealer/an SEC-registered investment adviser/a licensed attorney/a certified public accountant]. We further understand that the Prospective Investor qualifies as an Accredited Investor based on [his/her] [income/net worth] (calculated pursuant to Rule 501(a) of Regulation D), and that you have undertaken an independent analysis of the Prospective Investor s status as an Accredited Investor at least once during the three-month period preceding the date of this letter. Kindly check box (a) or (b) below and complete the blank, as applicable: [ ] (a) I am [a registered broker-dealer/an SEC-registered investment adviser/a licensed attorney in good standing under the laws of the jurisdictions in which I am admitted to practice/a certified public accountant duly registered and in good standing under the laws of the jurisdiction of my residence or principal office]. I have taken reasonable steps to verify that the Prospective Investor is an Accredited Investor based on [his/her] [income/net worth] (whether individual or together with [his/her] spouse) and, based on those steps, I have determined that the Prospective Investor is an Accredited Investor. The most recent date as of which I have made such determination is. To my knowledge after reasonable investigation, no facts, circumstances or events have arisen after that date that lead me to 3 NOTE: If you prefer to use a different form of documentation to confirm the Prospective Investor s status as an Accredited Investor, please submit your alternative form of verification to the Company using one of the methods listed in the last full paragraph above. Note that if you use a different form of verification, it must be signed and dated and include, at a minimum: (a) confirmation of your status as [a registered broker-dealer/an SEC-registered investment adviser/a licensed attorney in good standing under the laws of the jurisdictions in which you are admitted to practice/a certified public accountant duly registered and in good standing under the laws of the jurisdiction of your residence or principal office]; (b) a statement that you have taken reasonable steps to verify that the Prospective Investor qualifies as an Accredited Investor based on [his/her] [income/net worth]; (c) a statement that, based on those steps, you have determined that the Prospective Investor is an Accredited Investor; (d) the date as of which you most recently made that determination; (e) a statement that, to your knowledge after reasonable investigation, no facts, circumstances or events have arisen after that date that lead you to believe that the Prospective Investor has ceased to be an Accredited Investor; and (f) an acknowledgement that the Company will rely on your letter in determining the Prospective Investor s eligibility to participate in the Offering and your consent to such reliance.

6 believe that the Prospective Investor has ceased to be an Accredited Investor. I acknowledge that the Company will rely on this letter in determining the Prospective Investor s eligibility to participate in the Offering and I consent to such reliance. [ ] (b) I cannot confirm the Prospective Investor s status as an Accredited Investor. Once completed, please sign below and submit a copy of the countersigned letter to the Company by (a) ing it in PDF form to support@rabbleworks.com with Subject: Verify AOA. Sincerely, ATLANTIC OCEAN AQUACULTURE, LLC By: Name: Roger Bason Title: CEO Date: Countersigned: [INDEPENDENT THIRD PARTY FIRM NAME] By: Name: Title: Date: cc: [NAME OF PROSPECTIVE INVESTOR]