What is an Accredited Investor?

U.S. Federal securities laws define the term Accredited Investor as:
• a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;
• a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
• a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes; or
• a bank, insurance company, registered investment company, business development company, or small business investment company;
• an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
• a charitable organization, corporation, or partnership with assets exceeding $5 million;
• a director, executive officer, or general partner of the company selling the securities;
• a business in which all the equity owners are accredited investors.

What types of documents can be used to verify the Accredited Investor status?

If you qualify as an Accredited Investor based on income, you will need to document your income for the past 2 years. Documentation can be in the form of tax returns, W2s or other official documents.

If you qualify as an Accredited Investor based on net worth, you will need to provide recent account statements or third-party appraisals that show the value of your assets.

In lieu of providing income or net assets information, you may provide a professional letter from a licensed CPA, attorney, investment advisor or registered broker-dealer. The letter should state that the professional service provider has a reasonable belief that you are an Accredited Investor.

How is a U.S. Person defined under U.S. Federal securities laws?

• A natural person resident in the United States (regardless of whether he/she has U.S. citizenship);
• A partnership or corporation organized or incorporated under the laws of the U.S.;
• An estate of which any executor or administrator is a U.S. person;
• A trust of which any trustee is a U.S. person;
• An agency or branch of a foreign entity located in the United States;
• A non-discretionary account or similar account (other than an estate or trust) held by a fiduciary for the benefit or account of a U.S. person;
• A discretionary account or similar account (other than an estate or trust) held by a fiduciary organized, incorporated, or (if an individual) resident in the U.S.; or
• A partnership or corporation if:
• Organized or incorporated under the laws of any foreign jurisdiction; and
• Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts.

Governing Law; Waiver of Jury Trial.

The undersigned acknowledges and agrees that all rights and obligations hereunder will be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of such jurisdiction. In the event of a dispute related directly or indirectly to this Letter, the undersigned irrevocably agrees that venue for such dispute shall lie in any court of competent jurisdiction in the U.S. federal judicial district of the Company’s principal office. The undersigned hereby acknowledges and agrees that any controversy which may arise under this Letter is likely to involve complicated and difficult issues and, therefore, irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating, whether directly or indirectly, to this Letter.

No Binding Agreement.

This Letter does not reflect any form of legally binding commitment or obligation on the part of the Company or its affiliates. No contract or agreement providing for any transaction involving any Tokens shall be deemed to exist between the undersigned or the Company or any of its affiliates unless and until final definitive agreements with respect to the Tokens, including a Simple Agreement for Future Tokens (collectively, the “Definitive Agreements”), have been executed and delivered by the Company and, thereafter, only as and to the extent specified therein. The undersigned hereby acknowledges and agrees that (a) the terms in this Letter do not contain all material terms to be part of the Definitive Agreements or otherwise with respect to the proposed issuance of the Tokens (b) no oral agreement, public or private statements or course of conduct or dealings between the undersigned and the Company and its affiliates may be introduced as evidence that there exists a joint venture or partnership or any binding contract or commitment whatsoever between the undersigned and the Company or its affiliates with respect to the Tokens or any other transaction, (c) the undersigned acknowledges and agrees it may not bring (and hereby waives) any claim or action against the Company and any of its affiliates or any of their respective officers, directors, employees, consultants or advisors, including any claim related directly or indirectly to a failure to agree on or enter into any Definitive Agreements, and (d) the undersigned shall be not justified in relying on any provision of this Letter in connection with any future possible transaction with the Company or its affiliates.

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