ACCREDITATION VERIFICATION CONFIRMATION

(For verification of natural persons only)

This Accreditation Verification Confirmation (Confirmation) is made as of

_______________, 2014 by __________________________ ( the Verifying Entity), and was
prepared for ___________________________, (the Investor) in connection with a potential
investment in a private securities offering conducted under Rule 506(c) of Regulation D under the
Securities Act of 1933 (the Offering).
WHEREAS, Rule 506(c)(2)(ii)(C) of Regulation D provides that an issuer offering
securities pursuant to Rule 506(c) may obtain a written confirmation from a specified third party
representing that such third party has taken reasonable steps to verify that a potential investor is
accredited and has determined that such investor is an accredited investor.
WHEREAS, the Investor has engaged the Verifying Entity to verify Investors status as an
accredited investor within the meaning of Rule 501(a) of Regulation D.
NOW, THEREFORE, the Verifying Entity confirms as follows:
1. Check one of the following:
The Verifying Entity is duly registered and in good standing as a broker-dealer with
the Securities and Exchange Commission and is a member firm in good standing of
FINRA.
The Verifying Entity is duly registered and in good standing as an investment
adviser with the Securities and Exchange Commission.
The Verifying Entity is a certified public accountant who is duly registered and in
good standing under the laws of the place of his or her residence or principal office.
The Verifying Entity is a licensed attorney who is in good standing under the laws
of the jurisdiction in which he or she is admitted to practice law.
2. The Verifying Entity has reviewed and is familiar with the requirements of Rule
506(c)(2)(ii)(A) and (B) with respect to the methods that constitute reasonable steps that
can be taken to verify whether or not the Investor is an accredited investor.
3. The Verifying Entity, within 90 days of the date of this certification, has taken reasonable
steps to verify whether or not the Investor is an accredited investor in accordance with the
specific requirements of one of the following methods:

Member FINRA | MSRB | SIPC

2014 SecondMarket Holdings, Inc

636 Avenue of the Americas | 6th Floor

New York, NY 10011

Check one of the following:

The Verifying Entity has reviewed the documents necessary to verify the
accredited investor status of the Investor under the income test in compliance with
Rule 506(c)(2)(ii)(A) and has obtained the applicable written representation(s)
from the Investor and Investors spouse, if applicable.
The Verifying Entity has reviewed the documents necessary to verify the
accredited investor status of the Investor under the net worth test in compliance
with Rule 506(c)(2)(ii)(B) and has obtained the applicable written representation(s)
from the Investor and Investors spouse, if applicable.
4. The Verifying Entity has no reason to believe that the information and documents provided
by Investor or otherwise obtained as proof of accreditation is other than true, correct and
accurate.
5. Based on the reasonable steps taken, the Verifying Entity has determined that the Investor
is an accredited investor within the meaning of Rule 501(a).
6. The Verifying Entity understands that Investor will be providing this confirmation to one
or more issuers conducting offerings under Rule 506(c) as proof of the Investors
accredited investor status and acknowledges that any such issuer will be entitled to rely on
this confirmation when determining the Investors ability in invest in the Offering.
7. The undersigned has the requisite authority to execute this confirmation on behalf of the
Verifying Entity.
ELECTRONIC SIGNATURE
On behalf of __________________________________ (Name of Verifying Entity)
By:

____________________________
(Full Legal Name)
Name of Authorized Signatory _____________________________________
Title __________________________________________________________
Address of Principal Office________________________________________
______________________________________________________________
Phone Number of Authorized Signatory ______________________________
Email address of Authorized Signatory _______________________________

Member FINRA | MSRB | SIPC

2014 SecondMarket Holdings, Inc

636 Avenue of the Americas | 6th Floor

New York, NY 10011