Accredited Investor Form

NOTE: Upon clicking “Submit”, Code America Investments will send the login information to the email address you provided in order to access the investor portion of the website.

The undersigned (the “Investor”) hereby certifies to Code America Investments LLC that the Investor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933 based on the following (please initial one or more in the spaces provided):

1. The Investor is a natural person whose individual, net worth or joint net worth with that person’s spouse, exceeds $1,000,000 at the time of subscribing.

2. The Investor is a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same level in the current year.

The Investor is a bank as defined in Section 3(a)(2) of the Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; Small Business Investment Company licensed by the U.S. Small Business Administration under

3. Section 301(c) or (d) of the Small Business Administration Act of 1958; any plan established and maintained by a state, its political subdivisions or instrumentality of a state or its political subdivisions for the benefit of its employ- ees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self directed plan, with decisions made solely by accredited investors.

4. The Investor is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

The Investor is an organization described in Section 501(c)(3) of the Internal Revenue Code or a corporation, a Massachusetts

5. or similar business trust, or partnership) not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
6. The Investor is an entity in which all of the equity owners are Accredited Investors.
7. The Investor is a trust with total assets in excess of $5,000,000, not formed the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in rule 506(b)(2)(ii) promulgated under the act.

NOTE: If the Investor is in Accredited Investor because all of its equity owners are Accredited Investors (category 6), then information for each such equity owner showing the category which makes such owner an Accredited Investor must be furnished.

The above information is true and correct in all material respects and the undersigned recognizes that Code America Investments, including without limitation, Code America Investments LLC, is relying on the truth and accuracy of such information in determining whether to permit the Investor membership in Code America Investments. The undersigned agrees to notify Code America Investments LLC promptly of any changes in the foregoing information that may occur prior to making any investment based upon Investor’s membership in Code America Investments.