Self-Attestation

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Accredited Investor

The Subscriber makes the following representations regarding its status as an “accredited investor” and certain related matters, and has initialed all of the applicable representations:

  1. The Subscriber is an individual who either (i) has a net worth, either individually or upon a joint basis with the undersigned’s spouse or spousal equivalent, of at least $1,000,000 (excluding the value of the primary residence), or (ii) has had an individual income in excess of $200,000 for each of the two most recent years, or a joint income with the undersigned’s spouse or spousal equivalent in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.

  2. The Subscriber is an individual that possesses certain professional certifications, designations or other credentials that demonstrate a background and understanding in the areas of securities and investing (i.e., FINRA Series 7, 65 or 82 licenses).

  3. The Subscriber is either (i) a corporation, partnership, limited liability company, Massachusetts or similar business trust, in each case not formed for the purpose of acquiring the securities offered or (ii) an organization described in section 501(c)(3) of the United States Internal Revenue Code, in either case with total assets in excess of $5,000,000.

  4. The Subscriber is any entity, including Native American tribes, governmental bodies and entities formed under the laws of foreign countries, that was not formed for the purpose of acquiring the securities offered but that owns “investments” as defined in Rule 2a51-1(b) under the Investment Company Act in excess of $5,000,000.

  5. The Subscriber is a “family office” or a “family client” as defined in Rule 202(a)(11)(G)-1 of the Investment Advisers Act of 1940, with at least $5,000,000 in assets under management and not formed for the 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.

  6. The Subscriber is a trust with total assets in excess of $5,000,000 not formed for the purpose of acquiring the securities offered, whose purchase is directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment.

  7. The Subscriber is a bank, insurance company, investment company registered under the Investment Company Act of 1940, as amended, a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940, as amended, a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, a plan with total assets in excess of $5,000,000 established and maintained by a state for the benefit of its employees, a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Advisers Act”), or investment advisers registered under Section 203 of the Advisers Act, investment advisers registered under the laws of the various states and exempt reporting advisers under Section 203(m) or Section 203(l) of the Advisers Act or rural business investment company (RBICs).

  8. The Subscriber is an entity for which each of its equity owners is either (i) an individual described in subparagraph “1” or “2” above; or (ii) an entity described in subparagraphs “3” through “6” above. If the Subscriber has checked this category, please list all equity owners of the undersigned’s securities, indicate which of the categories set forth above each such equity owner satisfies and attach such list to this Subscription Agreement as an Attachment.

  9. The undersigned is a revocable trust which may be amended or revoked at any time by the grantors thereof and all of the grantors are individuals described in category 1 of paragraph (k) above. If the undersigned has checked this category 9, please list all grantors and attach such list to this Subscription Agreement as an Attachment.

  10. The Subscriber cannot make any of the representations set forth in subparagraphs “1” through “9” above.

Note: If the Subscriber (1) was formed solely for the purpose of making an investment in the Fund or (2)  is an “investment company” as defined under the Investment Company Act of 1940 (including those excepted from the definition pursuant to Section 3(c)(1) and 3(c)(7) thereof), the Subscriber represents that it has _____ equity owners and that each of the equity owners is either (i) an individual described in subparagraph “1”above, or (ii) an entity described in subparagraphs “3” through “6” above.  If this paragraph (l) is applicable to the Subscriber, please list all equity owners and attach such list to this Subscription Agreement.

Qualified Purchaser:

(A) “Qualified purchaser” means—

     (i) Any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 80a–3(c)(7) of this title with that person’s qualified purchaser spouse) who owns not less than $5,000,000 in investments, as defined by the Commission;

    (ii) Any company that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for 2 or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons;

    (iii) Any trust that is not covered by clause (ii) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (i), (ii), or (iv); or

    (iv) Any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments.

(B) The Commission may adopt such rules and regulations applicable to the persons and trusts specified in clauses (i) through (iv) of subparagraph (A) as it determines are necessary or appropriate in the public interest or for the protection of investors.

(C) The term “qualified purchaser” does not include a company that, but for the exceptions provided for in paragraph (1) or (7) of section 80a–3(c) of this title, would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), unless all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with section 80a–3(c)(1)(A) of this title, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser. Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (ii) or (iii) of subparagraph (A) shall constitute consent for purposes of this subparagraph.

Qualified Institutional Buyer:

Defined in Rule 144A under the Securities Act, which was amended on August 26, 2020 (which amendments will take effect on December 8, 2020).

For purposes of SEC rules and regulations, any entity that meets any one of the following categories at the time of the sale of securities to that entity:

· Any of the following entities, acting for its own account or the accounts of other QIBs, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

· Any insurance company;

· Any investment company registered under the Investment Company Act or any business development company as defined in section 2(a)(48) of that Act;

· Any Small Business Investment Company licensed by the US Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;

· Any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

· Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

· Any employee benefit plan within the meaning of title I of the Employee Retirement Income Security Act of 1974;

· Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans established for the benefit of state employees or employee benefit plans, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

· Any business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

· Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in section 3(a)(2) of the Act, a savings and loan association or other institution referenced in section 3(a)(5)(A) of the Act, a foreign bank or savings and loan association, or equivalent institution), partnership, limited liability company, or Massachusetts or similar business trust;

· Any investment adviser registered under the Investment Advisers Act; [and]

· Any institution that qualifies as an accredited investor under Rule 501(a) under the Securities Act of a type not listed in the bullets above or below, including those entities formed for the purpose of acquiring the securities being offered.

· Any registered dealer, acting for its own account or the accounts of other QIBs, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer.

· Any registered dealer acting in a riskless principal transaction on behalf of a qualified institutional buyer.

· Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other QIBs, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.

· Any entity, all of the equity owners of which are QIBs, acting for its own account or the accounts of other QIBs.

· Any bank or any savings and loan association or other institution, acting for its own account or the accounts of other QIBs, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under Rule 144A in the case of a US bank or savings and loan association, and not more than 18 months preceding the date of sale for a foreign bank or savings and loan association or equivalent institution.

Affiliate Disclosure: Can you create a new tab to the right of Risk Disclosure that reads: Affiliate Disclosure with the below included in the text?

ClearList LLC, ClearList Securities LLC, and ClearList Technologies LLC are separate, but affiliated companies through common ownership.

 ClearList LLC, is a Registered SEC Broker-Dealer and Member of FINRA & SIPC, which operates an Alternative Trading System (the ”ClearList ATS”).

 ClearList Securities LLC, is a Registered SEC Broker-Dealer and Member of FINRA & SIPC, which has the ability to engage in the following business activities:                                                                            

  1. Private placement of securities;
  2. Firm Commitment Underwriter;
  3. Broker or dealer that offers or engages in on-line trading / electronic trading;
  4. Broker or dealer selling tax shelters or limited partnerships in primary distributions;
  5. Broker or dealer selling interests in unregistered private investment funds;
  6. Broker selling corporate debt securities;
  7. Broker retailing corporate equity securities over-the-counter;
  8. Non-exchange member effecting transactions in listed securities through exchange member;
  9. Broker selling tax shelters or limited partnerships in the secondary market;
  10. Investment advisory services; and
  11. Mergers and acquisitions including fairness opinions.

Check the background of the ClearList Broker-Dealers on FINRA’s BrokerCheck.

ClearList Technologies LLC offers licensed software products and other authorized services, including Cap Table Management, to companies in the private securities marketplace.