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An Overview of Transformations | Breach Inlet Capital

An Overview of Transformation

To Transform is to make a thorough or dramatic change in the form, appearance, or character of; to change in composition or structure; to change character or condition. Breach Inlet Capital seeks to invest in small cap...

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Accredited Investor Questionnaire

Breach Inlet Capital Management, LLC (“Breach Inlet”) has created a portal (“Portal”) as part of its website (https://breachinletcap.com/). The Portal includes non-public information about Breach Inlet. Access to the Portal is limited to individuals and entities that are considered “accredited investors” as defined in Rule 501(a) of Regulation D of the Securities Act of 1933.

The Portal is password protected and access to the general public is not offered or allowed. Breach Inlet will use its best efforts to keep the information provided in the answers to this questionnaire strictly confidential.

Breach Inlet may, however, furnish this questionnaire or the information provided therein to it to such parties as it deems advisable if Breach Inlet is called upon to establish the availability of an exemption under any federal or state securities laws in connection with any private placement offering of Breach Inlet in which the undersigned may participate or if such information is relevant to any issue in any action, suit, or proceeding relating to any such private placement offering.

Please complete this questionnaire as fully and accurately as you can.

  1. Name
  2. Address
  3. Email address (required)
  4. Telephone number(s)
  5. Address for correspondence (if different from above)
  6. Citizenship or domicile

Accredited Investor Standards

Rule 501(a) of Regulation D defines the term “accredited investor”. It provides that an accredited investor shall mean any person who comes within any of the following categories. Please check all of the following statements that apply to you. The undersigned is:

_   An individual who has a net worth of at least $1,000,000, excluding the value of the individual’s primary residence or income for each of the two prior years of $200,000 (or $300,000 jointly with the investor’s spouse or spousal equivalent) and a reasonable expectation of the same levels of income in the current year.

_   Any natural person who holds one or more professional certifications, designations or credentials as the Securities and Exchange Commission (“Commission”) has designated as qualifying an individual for accredited investor status.

_   A entity with total assets in excess of $5 million that was not formed for the specific purpose of acquiring the securities offered.

_   A bank as defined in section 3(a)(2) of the Securities Act of 1933 (“Act”), or a 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; a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; an investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; an insurance company as defined in section 2(a)(13) of the Act; 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; 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 Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; a 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, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income 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 adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

_   A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.

_   A “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) 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.

_   A “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii).

_   A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii).

_   An entity in which all of the equity owners are accredited investors.

_   None of the above statements applies.


i) For purposes of this item, “net worth” means the excess of total assets at fair market value, including any personal property (excluding the value of your primary personal residence), over total liabilities, including any mortgage debt (other than the mortgage secured by your primary personal residence).

ii) For purposes of this item, “individual income” means adjusted gross income as reported for Federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse):

(i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”),
(ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040),
(iii) any deduction claimed for depletion under Section 611 et seq. of the Code, and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Code prior to its repeal by the Tax Reform Act of 1986.

iii) For purposes of this item, “joint income” means adjusted gross income as reported for Federal income tax purposes, including any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (including any amounts attributable to a spouse or to property owned by a spouse):

(i) the amount of any interest income received which is tax-exempt under Section 103 of the Code,
(ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040),
(iii) any deduction claimed for depletion under Section 611 et seq. of the Code, and
(iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Code prior to its repeal by the Tax Reform Act of 1986.