Common use of Accredited Status Clause in Contracts

Accredited Status. The Subscriber represents and warrants as follows (please INITIAL all applicable items): INDIVIDUALS: (i) The Subscriber is an individual with a net worth, or a joint net worth together with his or her spouse, in excess of $1,000,000. (In calculating net worth, the Investor may include equity in personal property and real estate, including the Investor principal residence, cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property less any debt secured by such property.) (ii) The Subscriber is an individual that had an individual income in excess of $200,000 in each of the prior two years and reasonably expects an income in excess of $200,000 in the current year. (iii) The Subscriber is an individual that had with his or her spouse joint income in excess of $300,000 in each of the prior two years and reasonably expects joint income in excess of $300,000 in the current year. (iv) The Subscriber is a director or executive officer of the Company. ENTITIES (Please provide a copy of the entity’s charter documents): (i) The Subscriber is a (initial one): (A) General Partnership (B) Limited Liability Partnership (C) Limited Partnership ___ (D) Limited Liability Company ___ (E) Corporation ___ (F) Business Trust ___ (G) Other Entity (please specify): _________________ (ii) The Subscriber is an entity, and is an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Act”). This representation is based on the following (initial one or more, as applicable): (A) The Subscriber (or, in the case of a trust, the undersigned trustee) is a bank or savings and loan association as defined in Sections 3(a)(2) and 3(a)(5)(A), respectively, of the Act acting either in its individual or fiduciary capacity. (B) The Subscriber is a broker/dealer registered pursuant to the Securities Exchange Act of 1934. (C) The Subscriber is an insurance company as defined in Section 2(13) of the Act. (D) The Subscriber is an 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. (E) The Subscriber is 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. (F) The Subscriber is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and either (initial one or more, as applicable): (1) 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 adviser. (2) The employee benefit plan has total assets in excess of $5,000,000. (3) The plan is a self-directed plan with investment decisions made solely by persons who are “Accredited Investors” as defined under the Act. (G) The Subscriber is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. (H) The Subscriber has total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring Units of the Company and is one or more of the following (initial one or more, as appropriate): (1) An organization described in Section 501(c)(3) of the Internal Revenue Code. (2) A corporation. (3) A Massachusetts or similar business trust. (4) A partnership. (5) A limited liability company. (I) The Subscriber is a trust with total assets exceeding $5,000,000, which was not formed for the specific purpose of investing in the Company and whose purchase is directed by a person described in Rule 506(b)(2)(ii) under the Act. (J) The Subscriber is an entity, all of whose equity owners are accredited investors. (Please provide written representation of accredited investor status from each equity owner.) IF YOU HAVE NOT INITIALED ANY OF THE FOREGOING TESTS SET FORTH ABOVE, YOU ARE NOT AN ACCREDITED INVESTOR AND CANNOT PURCHASE ANY UNITS.

Accredited Status. The Subscriber Lender represents and warrants as follows (please INITIAL all CHECK applicable items): ): (a) INDIVIDUALS: (i) The Subscriber Lender is an individual with a net worth, or a joint net worth together with his or her spouse, in excess of $1,000,000. (In calculating net worth, you must exclude your principal residence as an asset, and as a liability every indebtedness that is secured by your primary residence except to the Investor may include equity extent such indebtedness is in personal property and real estate, including excess of the Investor principal residence, cash, short-term investments, stock and securitiesestimated fair market value of the primary residence as of the date hereof. Equity in personal property and real estate should be based on the fair market value of such property less any debt secured by such property.) (ii) The Subscriber Lender is an individual that had an individual income in excess of $200,000 in each of the prior two years and reasonably expects an income in excess of $200,000 in the current year. (iii) The Subscriber Lender is an individual that had with his or her spouse joint income in excess of $300,000 in each of the prior two years and reasonably expects joint income in excess of $300,000 in the current year. (iv) The Subscriber Lender is a director or executive officer of the Company. . (b) ENTITIES (Please provide a copy of the entity’s charter documents): (i) The Subscriber Lender is a (initial one): (A) General Partnership (B) Limited Liability Partnership (C) Limited Partnership ___ Partnership (D) Limited Liability Company ___ Company (E) Corporation ___ Corporation (F) Business Trust ___ Trust (G) Other Entity (please specify): _________________ (ii) The Subscriber Lender is an entity, and is an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Act”). This representation is based on the following (initial one or more, as applicable): (A) The Subscriber Lender (or, in the case of a trust, the undersigned Lender trustee) is a bank or savings and loan association as defined in Sections Section 3(a)(2) and 3(a)(5)(A), respectively, of the Act acting either in its individual or fiduciary capacity. (B) The Subscriber Lender is a broker/dealer registered pursuant to the Securities Exchange Act of 1934. (C) The Subscriber Lender is an insurance company as defined in Section 2(13) of the Act. (D) The Subscriber Lender is an 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. (E) The Subscriber Lender is 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. (F) The Subscriber Lender is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and either (initial one or more, as applicable): (1) 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, company or registered investment adviser. (2) The employee benefit plan has total assets in excess of $5,000,000. (3) The plan is a self-directed plan with investment decisions made solely by persons who are “Accredited Investors” as defined under the Act. (G) The Subscriber Lender is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. (H) The Subscriber Lender has total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring Units shares of the Company and is one or more of the following (initial one or more, as appropriate): (1) An organization described in Section 501(c)(3) of the Internal Revenue Code. (2) A corporation. (3) A Massachusetts or similar business trust. (4) A partnership. (5) A limited liability company. (I) The Subscriber Lender is a trust with total assets exceeding $5,000,000, which was not formed for the specific purpose of investing in the Company and whose purchase is directed by a person described in Rule 506(b)(2)(ii) under the Act. (J) The Subscriber Lender is an entity, all of whose equity owners are accredited investors. (Please provide written representation of accredited investor status from each equity owner.) IF YOU HAVE NOT INITIALED ANY OF THE FOREGOING TESTS SET FORTH ABOVEFOREGOING, YOU ARE NOT AN ACCREDITED INVESTOR AND CANNOT PURCHASE ANY UNITSPLEASE PROCEED.

Accredited Status. The Subscriber Investor represents and warrants as follows (please INITIAL all applicable items): ): a. INDIVIDUALS:: [investor confirmed accredited status] (i) The Subscriber Investor is an individual with a net worth, or a joint net worth together with his or her spouse, in excess of $1,000,000. (In calculating net worth, the Investor you may include equity in personal property and real estate, including the Investor your principal residence, cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property less any debt secured by such property.) (ii) The Subscriber Investor is an individual that had an individual income in excess of $200,000 in each of the prior two years and reasonably expects an income in excess of $200,000 in the current year. (iii) The Subscriber Investor is an individual that had with his or her spouse joint income in excess of $300,000 in each of the prior two years and reasonably expects joint income in excess of $300,000 in the current year. (iv) The Subscriber Investor is a director or executive officer of the Company. . b. ENTITIES (Please provide a copy of the entity’s charter documentsPLEASE PROVIDE A COPY OF THE ENTITY'S CHARTER DOCUMENTS): (i) The Subscriber Investor is a (initial one): (A) General Partnership Partnership ___ (B) Limited Liability PartnershipPartnership ___ (C) Limited Partnership ___ (D) Limited Liability Company ___ (E) Corporation ___ (F) Business Trust ___ (G) Other Entity (please specify): ):___________________ (ii) The Subscriber Investor is an entity, and is an “Accredited Investor” "ACCREDITED INVESTOR" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Act”"ACT"). This representation is based on the following (initial one or more, as applicable): (A) The Subscriber Investor (or, in the case of a trust, the undersigned Investor trustee) is a bank or savings and loan association as defined in Sections 3(a)(2) and 3(a)(5)(A), respectively, of the Act acting either in its individual or fiduciary capacity. (B) The Subscriber Investor is a broker/dealer registered pursuant to the Securities Exchange Act of 1934. (C) The Subscriber Investor is an insurance company as defined in Section 2(13) of the Act. (D) The Subscriber Investor is an 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. (E) The Subscriber Investor is 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. (F) The Subscriber Investor is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and either (initial one or more, as applicable): (1) 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 adviser. (2) The employee benefit plan has total assets in excess of $5,000,000. (3) The plan is a self-directed plan with investment decisions made solely by persons who are “"Accredited Investors” " as defined under the Act. (G) The Subscriber Investor is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. (H) The Subscriber Investor has total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring Units shares of the Company and is one or more of the following (initial one or more, as appropriate): (1) An organization described in Section 501(c)(3) of the Internal Revenue Code. (2) A corporation. (3) A Massachusetts or similar business trust. (4) A partnership. (5) A limited liability company. (I) The Subscriber Investor is an entity, all of whose equity owners are accredited investors. (PLEASE PROVIDE WRITTEN REPRESENTATION OF ACCREDITED INVESTOR STATUS FROM EACH EQUITY OWNER.) (J) The Investor is a trust with total assets exceeding $5,000,000, which was not formed for the specific purpose of investing in the Company and whose purchase is directed by a person described in Rule 506(b)(2)(ii) under the Act. . (IF ONLY THIS ITEM (J) The Subscriber is an entityIS CHECKED, all of whose equity owners are accredited investorsPLEASE CONTACT THE COMPANY TO RECEIVE AND COMPLETE AN INFORMATION STATEMENT BEFORE THIS SUBSCRIPTION CAN BE CONSIDERED BY THE COMPANY). (Please provide written representation of accredited investor status from each equity owner.) IF YOU HAVE NOT INITIALED ANY OF THE FOREGOING TESTS SET FORTH ABOVEFOREGOING, YOU ARE NOT AN ACCREDITED INVESTOR AND CANNOT PURCHASE ANY UNITSSECURITIES. IF YOU HAVE INITIALED ANY OF THE FOREGOING, PLEASE PROCEED.

Accredited Status. The Subscriber undersigned represents and warrants as follows follows: (please INITIAL all applicable items): INDIVIDUALS:CHECK IF APPLICABLE): (ia) The Subscriber undersigned is an individual with a net worth, or a joint net worth together with his or her spouse, in excess of $1,000,000. (In calculating net worth, the Investor you may include equity in personal property and real estate, including the Investor your principal residence, cash, short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value of such property less any minus debt secured by such property.) (iib) The Subscriber undersigned is an individual that had an individual with income in excess of $200,000 in each of the prior two years and reasonably expects an income in excess of $200,000 in the current year. (iiic) The Subscriber undersigned is an individual that had who, with his or her spouse spouse, had joint income in excess of $300,000 in each of the prior two years and reasonably expects joint income in excess of $300,000 in the current year. . _______ (ivd) The Subscriber undersigned is a director or executive officer of the Company. ENTITIES (Please provide a copy of the entity’s charter documents): (i) The Subscriber is a (initial one): (A) General Partnership (B) Limited Liability Partnership (C) Limited Partnership ___ (D) Limited Liability Company ___ (E) Corporation ___ (F) Business Trust ___ (G) Other Entity (please specify): United Shipping & Technology, Inc. _______ (e) The undersigned, if other than an individual, is an entity all of whose equity owners meet one of the tests set forth in (A) through (D) above. ___________ _ (iif) The Subscriber undersigned is an entity, and is an “"Accredited Investor” " as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Act”). This representation is based on the following (initial check one or more, as applicable): (A) ______ i. The Subscriber undersigned (or, in the case of a trust, the undersigned trustee) is a bank or savings and loan association as defined in Sections 3(a)(2) and 3(a)(5)(A), respectively, of the Act acting either in its individual or fiduciary capacity. (B) ______ ii. The Subscriber is a broker/dealer registered pursuant to the Securities Exchange Act of 1934. (C) The Subscriber undersigned is an insurance company as defined in Section section 2(13) of the Act. (D) ______ iii. The Subscriber undersigned is an 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. (E) ______ iv. The Subscriber undersigned is 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. (F) ______ v. The Subscriber undersigned is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA") and either (initial check one or more, as applicable): (1) The ___ a. the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such ActERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser.advisor; or (2) The ___ b. the employee benefit plan has total assets in excess of $5,000,000. (3) The plan is a self-directed plan with investment decisions made solely by persons who are “Accredited Investors” as defined under the Act. (G) The Subscriber is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. (H) The Subscriber has total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring Units of the Company and is one or more of the following (initial one or more, as appropriate): (1) An organization described in Section 501(c)(3) of the Internal Revenue Code. (2) A corporation. (3) A Massachusetts or similar business trust. (4) A partnership. (5) A limited liability company. (I) The Subscriber is a trust with total assets exceeding $5,000,000, which was not formed for the specific purpose of investing in the Company and whose purchase is directed by a person described in Rule 506(b)(2)(ii) under the Act. (J) The Subscriber is an entity, all of whose equity owners are accredited investors. (Please provide written representation of accredited investor status from each equity owner.) IF YOU HAVE NOT INITIALED ANY OF THE FOREGOING TESTS SET FORTH ABOVE, YOU ARE NOT AN ACCREDITED INVESTOR AND CANNOT PURCHASE ANY UNITS.; or