NOAH’S G.P., INC.
ACCREDITED INVESTOR INFORMATION FORM
The U.S. Securities Exchange Commission (“SEC”) and often times state securities
departments and commissions require a sponsor of private investment offerings to qualify their
investors in order to prove a certain financial sophistication level to understand the general risks
involved in private investment offerings. An accredited investor according to the SEC is someone
who has made (1) $200,000 per year for the last 2 years, or (2) one who has $1,000,000 in net
assets or more. A private investment sponsor is required to exhibit a “reasonable effort” to
“qualify” its investors under the above criteria or some other exemption. Our request for the
following information is requested solely to comply with the laws on this matter and not to infringe
on the privacy of an investor or delve into any personal or private information for any other reason.
Our securities legal counsel advises that to qualify an individual investor as “accredited”,
the best evidence is as follows:
1) With respect to qualifying for the $200,000 annual income, 2 years copies of signed
income tax returns for those 2 years and a written statement from the investor stating
that he is employed at _____________ company and expects to be employed in that
capacity at the above salary, or greater, for the foreseeable future and that the copies of
tax returns sent to Noah’s G.P., Inc. were filed with the IRS, or confirmation by an
independent CPA, preferably on CPA letterhead, that the above criteria is true.
2) As an alternative, with respect to qualifying for the $1,000,000 in net assets, a balance
sheet that has been at least reviewed by an independent CPA, preferably on CPA
letterhead.
Noah’s G.P., Inc. must have evidence that a reasonable level of inquiry was completed to
confirm that its investors meet the above described “accredited investor” requirements.
Accordingly, the company’s policy, in lieu of providing the best evidence above (i.e., tax
returns, audited balance sheet, etc.) is to require at a minimum for every investor to fill out
and execute the attached Qualified Investor Letter and Waiver of Claims form.