SHULGIN LENDING / capital placement

Door one · equity · sponsor form 1 of 2

Rule 506(c) representation

We are only ever in a 506(c) deal, and 506(c) is the rule that lets a raise be spoken about openly in exchange for verifying every investor. This is what you are taking on, written out, before an investor hears the name of the deal.

Between: Shulgin Lending Solution LLC, or an affiliate under common control with Nikolay Shulgin — and you, the sponsor of the deal
Read first: partnership terms, which this form sits under and does not replace
Date: 24 September 2026

1

We work Rule 506(c) only

Every raise we are part of is made under Rule 506(c) of Regulation D. We do not participate in a 506(b) offering, and we do not join a deal part-way that was started as one. If your counsel has already set the deal up under 506(b), tell us now: it is not a problem we can paper over later, and it decides whether we can be in the deal at all.

506(c) is the rule that lets a deal be spoken about openly. That freedom is paid for with a duty, and the duty is the whole of this form.

2

Every purchaser must be accredited, and must be verified

Under 506(c) it is not enough that an investor says they are accredited. The issuer has to take reasonable steps to verify that they are, before they are allowed to buy. A signed box on a subscription form, on its own, is not verification. It is a representation, and a representation is not a step.

An investor who turns out not to have been accredited does not simply come out of the deal. The exemption itself is at risk for everyone in it.

3

The duty is yours and ours together

You are the issuer. We sit inside the issuer as a partner in the deal, which means a verification failure is not something that happens to you alone and is watched by us. It reaches us both.

So the duty is joint, and it is stated here in writing rather than assumed: you run the verification, we are entitled to see it, and neither of us treats it as the other one’s paperwork.

Nothing is shown to an investor before this is settled. Not a deck, not a summary, not a phone call about the deal.

4

What counts as verification

Any one of these, kept on file:

  • Income. Two years of tax returns or equivalent, plus a written expectation of the same income this year.
  • Net worth. Assets and liabilities documented within the last three months, with a consumer credit report for the liabilities side.
  • A third party’s written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney or a certified public accountant, given within the last three months.
  • A verification service that issues such a confirmation, where the confirmation itself meets the line above.
5

The minimum-investment route

There is a fifth route, and on our deals it is the one that does most of the work. SEC staff confirmed on 12 March 2025 that a minimum investment of at least $200,000 from a natural person, or $1,000,000 from an entity, together with the investor’s written representations that they are accredited and that the investment is not financed by a third party for the purpose of making it, is reasonable verification — provided the issuer has no knowledge to the contrary.

$200,000 · $1,000,000

Person · entity. At or above these, written representations are enough. Below them, they are not.

Below those amounts you verify through a third party and send us the report before you speak to that investor. Not after the call, not before the wire — before the conversation about this deal.

That last knowledge condition is not a formality. If something in front of you says the investor is not accredited, the route closes, whatever the cheque size.

6

What you are representing

By signing you represent that, for this deal and every investor in it:

Each line, for each investor, before they are allowed in
  • Accredited. Every purchaser is an accredited investor as Rule 501(a) defines it.
  • Verified. You have taken one of the steps in clause 4, or the deal meets clause 5, and you can show which.
  • Documented. The evidence is on file and you keep it for at least five years from the closing of the offering.
  • Nothing to the contrary. You hold no information suggesting a purchaser is not accredited.
  • Open to us. We may ask to see the verification for any investor, at any time, and you provide it.
  • No sales before approval. No subscription is accepted before the deal is approved and the partnership terms are signed.
7

If verification fails

If an investor was admitted without the step this form requires, and the step was yours to take, the consequences of that are yours — including what it costs us. We are not asking you to insure the deal against every outcome. We are asking you to carry the part you controlled.

8

What this form is not

It is not legal advice, and it does not replace your securities counsel — who you named in the request and who reviews the offering before it goes out. It is not an offer of a security and not a commitment by either of us to do a deal. Where this form and your counsel’s advice differ on what a rule requires, tell us: we would rather change the form than have you sign something you have been advised against.

Governed by the laws of the state in which the property that is the subject of your request is located, and any dispute goes to the state or federal courts sitting in that state. That is where the asset is, where the closing happens and where you are; both of us agree to that forum and give up any objection to it.

Sign it

Typing your full legal name below has the same effect as a handwritten signature. You get the signed copy by email straight away, and a copy goes on the file for this deal.