Secondary Purchaser Suitability and Investment Representations Letter — Private Company Shares

Matter Completion Sheet — Complete Before Circulation

PURCHASER REPRESENTATIONS LETTER

This Secondary Purchaser Suitability and Investment Representations Letter (this “Letter”) is delivered as of [DATE] by [PURCHASER LEGAL NAME] (“Purchaser”) to [SELLER LEGAL NAME] (“Seller”) and [COMPANY LEGAL NAME] (the “Company”) in connection with Purchaser’s proposed acquisition of [NUMBER] shares of [CLASS/SERIES] stock of the Company (the “Shares”) under the Stock Purchase Agreement dated [DATE] (the “Purchase Agreement”).

Purchaser acknowledges that Seller and the Company will rely on this Letter in determining whether to proceed with and register the transfer. Capitalized terms not defined here have the meanings in the Purchase Agreement.

1. Purchaser Identity and Account

1.1 Legal Status

Purchaser’s exact legal name, entity type, jurisdiction, principal address and tax classification are stated on Schedule 1. Purchaser is validly existing and in good standing to the extent the concept applies. The signatory is duly authorized, and the acquisition and performance of the closing documents have been properly approved.

1.2 Beneficial Ownership

Schedule 1 identifies each direct and indirect beneficial owner, controlling person, person funding the acquisition, and person with power to vote or dispose of the Shares. Purchaser is not acting as an undisclosed nominee, agent or conduit. If Purchaser is a trust, retirement account, fund, special-purpose vehicle or family office, Schedule 1 describes the trustee, manager, sponsor, beneficiaries or owners relevant to eligibility and control.

1.3 Own Account

Purchaser is acquiring the Shares for Purchaser’s own account or for the disclosed account identified on Schedule 1, for investment and not with a present view to an unlawful distribution. Purchaser has no undisclosed agreement to resell, participate, hedge, syndicate or transfer the economic risk of the Shares.

2. Authority and Compliance

2.1 Power and Enforceability

Purchaser has power to execute and perform the Purchase Agreement, this Letter, each joinder and all transfer documents. Those documents do not violate Purchaser’s governing instruments, investment mandate, court order, contract or Applicable Law. The obligations are binding subject to bankruptcy, insolvency and equitable-remedy limitations.

2.2 Source of Funds

The Purchase Price is funded from Purchaser’s lawful assets and not from a person or source prohibited by sanctions, anti-money-laundering or other law. No part is financed by the Company, Seller or their Affiliates except as disclosed on Schedule 2 and approved by counsel.

2.3 Sanctions and Prohibited Persons

Neither Purchaser nor, to Purchaser’s knowledge after reasonable inquiry, any controlling or beneficial owner identified on Schedule 1 is a sanctioned person, located or organized in a comprehensively sanctioned jurisdiction, or acting for a prohibited person. Purchaser will provide reasonable verification requested by the closing agent or Company.

2.4 Specialized Regulatory Status

Schedule 2 identifies whether Purchaser or the acquisition involves an employee benefit plan, retirement account, governmental plan, bank, insurance company, investment company, investment adviser, broker-dealer, foreign person, competitor, regulated industry participant or other status requiring additional review. No box left blank is deemed a negative response.

3. Securities-Law Status

3.1 No Registration

Purchaser understands the Shares have not been registered under the Securities Act of 1933 or applicable state securities laws; the transfer is intended to rely on the legal pathway selected by counsel; and the Company is not required to register the Shares or make them eligible for resale.

3.2 Accredited Investor or Other Eligibility

Purchaser has completed Schedule 3 and satisfies the selected accredited-investor category or other investor qualification required for the transaction. Purchaser will provide reasonable supporting information if the selected legal pathway requires verification. Purchaser understands that checking a category does not itself establish that Seller’s resale is exempt.

3.3 Sophistication

Purchaser, alone or with Purchaser’s advisers, has knowledge and experience in financial and business matters sufficient to evaluate the merits, risks and terms of acquiring illiquid private-company securities. Purchaser can protect Purchaser’s own interests and negotiate or decline the transaction without relying on the Company, Seller or their counsel as a fiduciary or adviser.

3.4 Ability to Bear Loss and Illiquidity

Purchaser can bear the complete loss of the Purchase Price, has adequate liquidity for foreseeable needs, and does not require a distribution, redemption, public market or sale by any date. Purchaser has considered concentration, leverage and duration risks.

3.5 No General Solicitation

Purchaser learned of the opportunity through [DESCRIBE PRE-EXISTING OR PRIVATE RELATIONSHIP / OTHER COUNSEL-APPROVED CHANNEL]. Purchaser did not respond to public advertising, a mass solicitation or an unrestricted online listing, except as specifically disclosed to and approved by counsel on Schedule 2.

3.6 No Broker Reliance

Any broker, finder, platform or intermediary involved is identified on Schedule 2. Purchaser has not assumed that the person is licensed, independent or acting in Purchaser’s interest and has disclosed compensation or conflicts known to Purchaser.

4. Information and Independent Evaluation

4.1 Information Package

Purchaser received or had access to the items listed on Schedule 4, had the opportunity to request additional information from authorized Company representatives, and received responses Purchaser considers sufficient to decide independently. Purchaser has not requested that Seller disclose information Seller is not authorized to provide.

4.2 Limitations of Information

Purchaser understands that private-company information may be unaudited, incomplete, forward-looking or subject to change; projections are inherently uncertain; the Company may not be obligated to update information; and Purchaser may receive less information than an investor in a registered public offering.

4.3 Independent Advisers

Purchaser has consulted legal, tax, financial, accounting and other advisers Purchaser considers appropriate. Counsel for the Company represents only the Company, and counsel for Seller represents only its identified client. Purchaser has not relied on those advisers for Purchaser’s individual interests.

4.4 No Reliance Outside Express Writings

Purchaser is not relying on an oral statement, marketing material, prediction, implied valuation, cap-table screenshot, Company consent or statement not expressly made to Purchaser in the Purchase Agreement or an identified signed writing. This Section does not waive claims for fraud, intentional concealment or nonwaivable liability.

4.5 Material Nonpublic Information and Confidentiality

Purchaser will protect nonpublic Company information under the nondisclosure agreement listed on Schedule 4, use it only for the approved purpose, and comply with applicable trading and disclosure restrictions. Purchaser shall not contact employees, customers, suppliers or investors without Company authorization.

5. Investment Risks Acknowledged

Purchaser specifically acknowledges the following nonexclusive risks:

• the Company may fail, require additional capital, issue senior or dilutive securities, change strategy or never complete a liquidity event;
• the Shares may be junior to preferred stock, debt and contractual payment rights and may have limited or no voting, information, registration, preemptive, board or redemption rights;
• no public market exists, the Company may refuse or condition future transfers, and resale restrictions may continue indefinitely;
• the transaction price may differ materially from fair value, a recent financing price, tax valuation, future sale price or liquidation value;
• Company documents may contain drag-along, voting, ROFR, co-sale, lock-up, market-standoff and other obligations;
• tax consequences may include loss or absence of qualified small business stock treatment, withholding, reporting and differing federal, state, local or foreign treatment;
• information rights may be limited, suspended or terminated if Purchaser becomes a competitor or falls below a threshold; and
• legal, regulatory, industry, cybersecurity, intellectual-property, employment and litigation risks may materially affect value.

Purchaser confirms these risks are not exhaustive and accepts the transaction based on Purchaser’s own review.

6. Transfer Restrictions and Joinders

6.1 Restricted Securities

Purchaser shall not offer, sell, pledge, hedge or transfer the Shares unless the transaction is registered or counsel determines an exemption is available and all Company transfer requirements are satisfied. Purchaser will provide certificates, opinions or factual support reasonably requested under the Company Documents, without being required to provide an unqualified opinion if another form of evidence is reasonably sufficient.

6.2 Contractual Restrictions

Purchaser received the agreements listed on Schedule 5 and will execute the applicable joinders. Purchaser understands only rights expressly transferable under those agreements are acquired, and personal or threshold-based rights may not transfer with the Shares.

6.3 Legends and Stop-Transfer

Purchaser consents to securities-law and contractual legends, uncertificated-share notices and stop-transfer instructions reasonably designed to enforce valid restrictions. Purchaser shall not seek removal without evidence reasonably satisfactory to Company counsel.

6.4 No Future Liquidity Obligation

The Company has no obligation to repurchase, redeem, register, list, facilitate a tender, provide Rule 144 information beyond any legal or contractual duty, or approve a future transfer. Seller has no obligation to reacquire the Shares.

7. Tax, ERISA and Other Special Matters

7.1 Tax Advice and Documentation

Purchaser has received no tax assurance from Seller or the Company, including regarding basis, fair market value, qualified small business stock, holding period, withholding or reporting. Purchaser delivered the tax form and information listed on Schedule 1.

7.2 Benefit-Plan Investors

If Purchaser is or holds assets of a benefit plan, IRA or similar arrangement, Purchaser represents that the acquisition is authorized, does not constitute a prohibited transaction, and was approved by an independent fiduciary where required, as detailed on Schedule 2. This representation must be reviewed by benefits counsel.

7.3 Investment Company and Adviser Matters

Purchaser has considered whether its structure or activities trigger investment-company, investment-adviser or other regulatory requirements. The Company does not undertake to structure its affairs for Purchaser’s regulatory status except under an express written agreement.

7.4 Competitor and Antitrust Screening

Purchaser has disclosed any competitive relationship listed on Schedule 2. Purchaser accepts any lawful information barrier, clean-team protocol, governance limitation or exclusion required to protect the Company and comply with law.

8. Continuing Covenants

Purchaser shall promptly notify Seller and the Company before Closing if a representation becomes inaccurate. After Closing, Purchaser shall notify the Company of a material change in beneficial ownership, sanctions status or notice information to the extent required by law or the Company Documents. Purchaser shall execute further documents reasonably necessary to evidence the valid transfer and assumed restrictions.

9. Reliance, Survival and Remedies

Seller, the Company, their counsel, the transfer agent and escrow agent may rely on this Letter for the transaction. The representations survive for the period specified in the Purchase Agreement, except authority, sanctions, broker and ownership-account representations survive as provided there or by law. Purchaser shall indemnify the Company and Seller for losses arising from a material misrepresentation or undisclosed nominee, subject to the negotiated limitations and fraud carve-outs in the Purchase Agreement.

10. Certification

Purchaser certifies that the information in this Letter and its schedules is complete and correct as of signing and will be true at Closing, except for a written update accepted before funds are released. Purchaser understands false statements may cause rejection or reversal of the transfer and other liability.

Signature Page

PURCHASER:
[PURCHASER LEGAL NAME]
By: ______________________________
Name: [●]
Title / capacity: [●]
Date and time: [●]

BENEFICIAL OWNER OR CONTROLLING PERSON — IF REQUESTED:
[NAME]
Signature: ________________________
Capacity: [●]
Date: [●]

Schedules and Exhibits

Schedule 1 — Identity, Ownership and Tax Information

Schedule 2 — Compliance and Special Status Questionnaire

Schedule 3 — Investor Qualification

Select only after counsel determines the relevant standard. Purchaser is: [AN INDIVIDUAL MEETING THE APPLICABLE INCOME OR NET-WORTH TEST / A KNOWLEDGEABLE DIRECTOR OR EXECUTIVE OFFICER OF THE ISSUER / A QUALIFYING ENTITY WITH ASSETS OVER THE APPLICABLE THRESHOLD / AN ENTITY ALL OF WHOSE EQUITY OWNERS QUALIFY / A FAMILY OFFICE OR CLIENT MEETING THE APPLICABLE CONDITIONS / ANOTHER CATEGORY DESCRIBED BY COUNSEL / NOT RELYING ON ACCREDITED STATUS].

Evidence or reasonable basis: [●]. Verification required? [YES / NO; BASIS]. The final category and current thresholds must be checked against current law.

Schedule 4 — Information and Diligence Record

Questions submitted and responses received: [ATTACH OR IDENTIFY]. Confidentiality agreement: [TITLE/DATE]. Information cut-off and supplementation process: [●].

Schedule 5 — Transfer Restrictions and Joinders

Website Posting README — Not Part of the Agreement

What this form is for

This letter collects purchaser-specific facts and allocates information and transfer risks in a negotiated private-company secondary sale. It is narrower and more transaction-specific than a generic accredited-investor questionnaire and is intended to support counsel’s exemption analysis, not replace it.

AI completion prompt

Completion checklist

• Identify direct and indirect beneficial owners and the real investment decision-maker.
• Record the counsel-selected resale pathway and every purchaser fact it requires.
• Confirm current investor-status thresholds and verification requirements.
• Build a dated information package and question-and-answer record.
• Address nominees, leverage, plans, foreign ownership, sanctions, brokers and competitor access.
• Map restrictions, joinders, legends and excluded personal rights.
• Conform reliance, survival and indemnity to the Purchase Agreement.
• Bring down all representations immediately before funds release.

Three-pass quality review

Pass 1 — Identity and eligibility. Verify purchaser, beneficial owners, authority, funds and investor status. Pass 2 — Information and risk. Verify disclosure process, sophistication, reliance, conflicts and specialized regulatory issues. Pass 3 — Closing integration. Verify joinders, legends, exemption facts, state-law review, tax forms and bring-down timing.

Attorney-review warning

Private resale exemptions and investor eligibility are fact-specific and change over time. Qualified securities counsel must approve the legal pathway and current-law conclusions before the transaction closes.