This offering is being made privately by the Company pursuant to the private placement exemption from registration provided by Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D under the 1933 Act.  The Purchaser understands that the Company requires each Purchaser of Tokens to be an “accredited investor” as defined in Rule 501(a) of Regulation D of the 1933 Act (an “Accredited Investor”).  The Purchaser represents and warrants that it comes within one or more of the categories set forth in below, which category or categories accurately describe the Purchaser and qualify it as an Accredited Investor, and Purchaser makes the representations and warranties that are applicable to such category or categories (if any):

Definition of “Accredited Investor” for Entities

The enumerated categories below reflect the ways in which a Purchaser who is not a natural person or a revocable grantor trust (the sole settlor (i.e., grantor) of which is a natural person) (i.e., the Purchaser is, instead, a corporation, partnership, limited liability company, trust or other entity) may meet the definition of Accredited Investor. The Purchaser is:

(1)        one of the following entities which was not formed for the specific purpose of making an investment in the Token(s) and which has total assets in excess of $5,000,000:

(A)        a corporation, limited liability company or partnership;

(B)        an organization described in §501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); or

(C)        a Massachusetts or similar business trust;

(2)        a bank as defined in Section 3(a)(2) of the U.S. Securities Act of 1933, as amended (the “1933 Act”), or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary capacity;

(3)        a broker or dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”);

(4)        an investment adviser either (A) registered pursuant to Section 203 of the U.S. Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Advisers Act”) or pursuant to the laws of any U.S. state or (B) relying on an exemption from registration under either Section 203(l) or (m) of the Investment Advisers Act;

(5)        an insurance company as defined in Section 2(a)(13) of the 1933 Act;

(6)        an investment company registered under the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “1940 Act”);

(7)        a business development company as defined in Section 2(a)(48) of the 1940 Act;

(8)        a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958, as amended;

(9)        a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act, as amended;

(10)      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;

(11)      [an employee benefit plan within the meaning of Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”), and:

(A)        the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser,

(B)        the employee benefit plan has total assets in excess of $5,000,000, or

(C)        such plan is a self-directed plan with investment decisions made solely by persons that are “accredited investors”; provided that the Purchaser makes the additional representations, warranties and covenants listed in footnote 24; [1]][2]

(12)      a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act;

(13)      a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Token(s), whose purchase of the Token(s) offered is directed by a person with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the purchase of such Token(s);

(14)      a “family office,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act, with total assets under management in excess of $5,000,000, not formed for the specific purpose of acquiring Token(s), whose purchase of the Token(s) offered is directed by a person with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective purchase, or any “family client” (as defined in Rule 202(a)(11)(G)-1) thereof, the purchases of which are directed by the family office;

[1]        If the Purchaser is an accredited investor for the reason described in paragraph (11)(C) of this Appendix, the Purchaser hereby represents, warrants and covenants with respect to each person or entity (a “Person”) making investment decisions for the Purchaser that: (i) the Purchaser is sufficiently familiar with each such Person’s regulatory status and/or asset ownership to make representations on each such Person’s behalf; (ii) each such Person qualifies as an “accredited investor” as defined in Rule 501(a) of Regulation D of the 1933 Act; (iii) the Company may rely on the Purchaser’s representations on behalf of each such Person hereunder to the same extent as if each such Person had completed the Purchaser Suitability Questionnaire; and (iv) the Purchaser shall permit no direct or indirect transfer of beneficial interests in the Purchaser that at any time would result in any of the representations contained in clauses (i)-(iii) ceasing to be true.

[2]        NTD: Subject to ERISA review.

(15)      an entity in which all of the equity owners are “accredited investors.” (Please note that this category is not applicable for irrevocable trusts); provided that the Purchaser makes the additional representations, warranties and covenants listed in footnote 26;[1] or

(16)      an entity not otherwise described in this items (1) through (15) above, not formed for the specific purpose of acquiring Token(s), owning Investments[2] in excess of $5,000,000.

[1]        If the Purchaser is an accredited investor for the reason described in paragraph (15) of this Appendix, the Purchaser hereby represents, warrants and covenants with respect to each stockholder, partner, member or other beneficial owner of the Purchaser (each, a “Beneficial Owner”) that: (i) the Purchaser is sufficiently familiar with each such Beneficial Owner’s regulatory status and/or asset ownership to make representations on each such Beneficial Owner’s behalf; (ii) each such Beneficial Owner qualifies as an Accredited Investor; (iii) the Company may rely on the Purchaser’s representations on behalf of each such Beneficial Owner hereunder to the same extent as if each such Beneficial Owner had completed the Purchaser Suitability Questionnaire; and (iv) the Purchaser shall permit no direct or indirect transfer of beneficial interests in the Purchaser that at any time would result in any of the representations contained in clauses (i)-(iii) ceasing to be true.

[2]        As used herein, “Investments” means, subject to certain exceptions, securities, real estate (excluding the subscriber’s primary residence), commodities and cash held for investment purposes.  However, a number of rules have been promulgated with respect to these matters that must be consulted before determining the amount of Investments.  For example, Rule 2a51-1 of the U.S. Investment Company Act of 1940, as amended, requires that certain amounts be deducted from gross investments to determine the amount of Investments.  Generally, the amount of any outstanding indebtedness incurred to acquire Investments should also be deducted.  Other amounts may also be required to be deducted in determining the amount of Investments.

For purposes of Rule 506(d) promulgated under the 1933 Act, a “Disqualifying Event” has occurred with respect to the Purchaser, or any beneficial owner of the Purchaser, if such person:

            (i) has been convicted, within 10 years before the date hereof (or five years, in the case of issuers, their predecessors and affiliated issuers), of any felony or misdemeanor: (A) in connection with the purchase or sale of any security; (B) involving the making of any false filing with the U.S. Securities and Exchange Commission (the “SEC”); or (C) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

            (ii) is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before the date hereof, that, as of the date hereof, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:  (A) in connection with the purchase or sale of any security; (B) involving the making of any false filing with the SEC; or (C) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

            (iii) is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the CFTC (as defined herein); or the National Credit Union Administration that: (A) as of the date hereof, bars the person from:  (1) association with an entity regulated by such commission, authority, agency, or officer; (2) engaging in the business of securities, insurance or banking; or (3) engaging in savings association or credit union activities; or (B) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within 10 years before the date hereof;

            (iv) is subject to an order of the SEC entered pursuant to Section 15(b) or 15B(c) of the 1934 Act or Section 203(e) or (f) of the Advisers Act that, as of the date hereof:  (A) suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment adviser; (B) places limitations on the activities, functions or operations of such person; or (C) bars such person from being associated with any entity or from participating in the offering of any penny stock;

            (v) is subject to any order of the SEC entered within five years before the date hereof that, as of the date hereof, orders the person to cease and desist from committing or causing a violation or future violation of:  (A) any scienter-based anti-fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the 1933 Act, Section 10(b) of the 1934 Act and 17 CFR 240.10b-5, Section 15(c)(1) of the 1934 Act and Section 206(1) of the Advisers Act, or any other rule or regulation thereunder; or (B) Section 5 of the 1933 Act;

            (vi) is suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

            (vii) has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five years before the date hereof, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, as of the date hereof, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

            (viii) is subject to a United States Postal Service false representation order entered within five years before the date hereof, or is, as of the date hereof, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

Definition of “eligible contract participant” for Entities

The enumerated categories below reflect the ways in which a Purchaser who is not an individual may meet the definition of “eligible contract participant”. The Purchaser is:

(1)        a financial institution as defined in Section 1a(21) of the Commodity Exchange Act of 1936, as amended, and the rules and regulations promulgated thereunder (the “CEA”);

(2)        an insurance company that is regulated by a State, or that is regulated by a foreign government and is subject to comparable regulation as determined by the Commodity Futures Trading Commission (the “CFTC”), including a regulated subsidiary or affiliate of such an insurance company;

(3)        an investment company subject to regulation under the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “1940 Act”) or a foreign person performing a similar role or function subject as such to foreign regulation (regardless of whether each investor in the investment company or the foreign person is itself an eligible contract participant);

(4)        a “commodity pool” as defined in CEA Section 1a(10) that—(A) has total assets exceeding $5,000,000; and (B) is formed and operated by a person subject to regulation under the CEA or a foreign person performing a similar role or function subject as such to foreign regulation (regardless of whether each investor in the commodity pool or the foreign person is itself an eligible contract participant) provided, however, that for purposes of Section 2(c)(2)(B)(vi) and section 2(c)(2)(C)(vii) of the CEA, excluding any “commodity pool” in which any participant is not an “eligible contract participant”;

(5)        a corporation, partnership, proprietorship, organization, trust, or other entity that:

(A) that has total assets exceeding $10,000,000;

(B) the obligations of which under an agreement, contract, or transaction are guaranteed or otherwise supported by a letter of credit or keepwell, support, or other agreement by an entity described in paragraph (1), (2), (3), (4) [or (6)] of this Appendix; or

(C) that (i) has a net worth exceeding $1,000,000; and (ii) enters into an agreement, contract, or transaction in connection with the conduct of the entity’s business or to manage the risk associated with an asset or liability owned or incurred or reasonably likely to be owned or incurred by the entity in the conduct of the entity’s business;

[(6)       an employee benefit plan subject to ERISA, a governmental employee benefit plan, or a foreign person performing a similar role or function subject as such to foreign regulation

(A) that has total assets exceeding $5,000,000; or

(B) the investment decisions of which are made by: (i) an investment adviser or commodity trading advisor subject to regulation under the U.S. Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder or the CEA; (ii) a foreign person performing a similar role or function subject as such to foreign regulation; (iii) a financial institution; or (iv) an insurance company described in paragraph (2) of this Appendix, or a regulated subsidiary or affiliate of such an insurance company;]

(7)       

(A) a governmental entity (including the United States, a State, or a foreign government) or political subdivision of a governmental entity;

(B) a multinational or supranational government entity; or

(C) an instrumentality, agency, or department of an entity described in paragraph (7)(A) or (7)(B) of this Appendix; except that such term does not include an entity, instrumentality, agency, or department referred to in subclause (7)(A) or (C) of this Appendix unless (i) the entity, instrumentality, agency, or department is a person described in clause (i), (ii), or (iii) of CEA Section 1a(17)(A); (ii) the entity, instrumentality, agency, or department owns and invests on a discretionary basis $50,000,000 or more in investments; or (iii) the agreement, contract, or transaction is offered by, and entered into with, an entity that is listed in any of subclauses (I) through (VI) of Section 2(c)(2)(B)(ii) of the CEA;

(8)        a broker or dealer subject to regulation under the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “1934 Act”) or a foreign person performing a similar role or function subject as such to foreign regulation, excluding in either case any person or proprietorship that is not an “eligible contract participant” under clause (v) or (xi) of CEA Section 1a(18);

(9)        an associated person of a registered broker or dealer concerning the financial or securities activities of which the registered person makes and keeps records under Section 15C(b) or 17(h) of the 1934 Act;

(10)      an investment bank holding company (as defined in section 17(i) of the 1934 Act); 

(11)      a futures commission merchant subject to regulation under the CEA or a foreign person performing a similar role or function subject as such to foreign regulation, excluding in either case any natural person or proprietorship that is not an “eligible contract participant” under clause (v) or (xi) of CEA Section 1a(18); or

(12)      a floor broker or floor trader subject to regulation under the CEA in connection with any transaction that takes place on or through the facilities of a registered entity (other than an electronic trading facility with respect to a significant price discovery contract) or an exempt board of trade, or any affiliate thereof, on which such person regularly trades.

To the extent that a Token is deemed by any United States regulation or law or official interpretation by a regulator with competent authority over the Company  and/or Purchaser to be a “swap”, the Purchaser (i) acknowledges and agrees that the Token constitutes a sale of a “nonfinancial security for deferred shipment or delivery” and that is “intended to be physically settled”, (ii) represents that it is a “commercial market participant” as defined in the CFTC Regulations and (iii) acknowledges that it has no right to refuse delivery of the carbon credits underlying the relevant Token.

The entity is a company subject to the reporting requirements under Section 13 or 15(d) of the 1934 Act) (such company, a “U.S. Public Company”) and represents and warrants that it is 100% owned, directly or indirectly, by such entity

Identify at least one natural person with significant responsibility for managing the Purchaser, such as: (A) an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, Manager, President, Vice President, Treasurer); or (B) any other individual who regularly performs similar functions. 

Identify each natural person, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 10% or more of the equity, partnership, membership or similar interests of the entity.  For Trusts, each natural person who, directly or indirectly, through any contract, arrangement, relationship or otherwise, beneficially owns, controls, or is entitled to 10% or more of the trust’s assets or proceeds

An “Institutional Account” means (1) a bank, savings and loan association, insurance company or registered investment company; (2) an investment adviser registered with the SEC or a state securities commission; or (3) any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million.

An “Institutional Investor” means any (A) institutional account within the meaning of FINRA Rule 4512(c); (B) governmental entity or subdivision thereof; (C) employee benefit plan that meets the requirements of Section 403(b) or Section 457 of the Code and has at least 100 participants, but does not include any participant of such plan; (D) qualified plan, as defined in Section 3(a)(12)(C) of the 1934 Act, that has at least 100 participants, but does not include any participant of such a plan; (E) NASD member or registered associated person of such a member; and (F) person acting solely on behalf of any such institutional investor.

Your risk tolerance refers to the level of risk you are comfortable taking in relation to your entire investment portfolio (excluding personal residence).

“Alternative Investments” are illiquid securities such as variable annuities, non-traded alternative investments, and securities sold through private placements.

An “Associated Person” is a person engaged in the investment banking or securities business who is directly or indirectly controlled by a FINRA member, whether or not this person is registered or exempt from registration with FINRA.  Every sole proprietor, partner, officer, director, or branch manager of any FINRA member is an Associated Person.

For Purchasers that are not a U.S. Public Company, in order to verify the accuracy of your status as an Accredited Investor as required by applicable law, the Manager requires that you furnish a copy of the verification letter substantially in the form attached executed by one of the following persons or entities:

• (i) A broker-dealer registered with the Securities and Exchange Commission;
• (i) An investment adviser registered with the Securities and Exchange Commission;
• (i) A licensed attorney who is in good standing under the laws of the jurisdictions in which he or she is admitted to practice law; or
• (i) A certified public accountant who is duly registered and in good standing under the laws of the jurisdiction of his or her residence or principal office.

Please provide a short narrative summary of the source(s) of funds used to make this purchase and a

supporting record.  An acceptable record of source of funds may include (i) an email certification

from the Purchaser indicating (x) the nature of the Purchaser’s business and (y) the source of the

Purchaser’s funds or (ii) the first page of the Purchaser’s bank statement.

For each natural person identified in the table above pursuant to Section VII(E)(5)(i), please provide a short narrative summary of the source(s) of funds used to make this purchase and a supporting record.  An acceptable record of source of funds may include: (i) an email certification from the Purchaser indicating (x) the nature of the individual’s or entity’s business and (y) the source of the individual’s or entity’s funds or (ii) the first page of the individual’s or entity’s bank statement.