Three steps to investing in ISG
1. Fill out and submit Contact Us request. Then we will send you the Private Placement Memorandum (66 pages) to read over.
2. Submit an executed Accredited Investor Questionnaire for approval.
3. Upon our approval of the Questionnaire you can then execute and submit the Subscription Agreement. Upon acceptance of the Subscription Agreement by ISG you will be notified of the start date.
Sample Accredited Investor Verification Letter
[ Firm Name or Individual Name of Independent Third-Party ]
[ Address for Independent Third-Party ]
Dear [ Mr./Mrs. ] [ NAME ]:
I am a certified public accountant duly registered and in good standing under the laws of the jurisdiction of my residence or principal office. I have been engaged to analyze whether [ INVESTOR’S NAME ] (the "Investor") is an "accredited investor," as defined in Rule 501 Regulation D of the Securities Act of 1933.
I have taken reasonable steps to verify that the Prospective Investor is an Accredited Investor based on [ his/her ] [ income/net worth ] (whether individual or together with [ his/her ] spouse) and, based on those steps, I have determined that the Prospective Investor is an Accredited Investor.
The most recent date as of which I have made such determination is [ DATE ].
To my knowledge after reasonable investigation, no facts, circumstances, or events have arisen after that date that lead me to believe that the Prospective Investor has ceased to be an Accredited Investor.
I acknowledge that the Company will rely on this letter in determining the Prospective Investor’s eligibility to participate in the Offering and I consent to such reliance.
Sincerely,
[ NAME ]
OR USE THIS ACCREDITED INVESTOR VERIFICATION LETTER
Infrastructure Solutions Group LLC
10 First Street New Providence, N.J. 07974
Dear Infrastructure Solutions Group LLC
I am submitting this Accredited Investor Verification Letter (the “Letter”) in connection with the offering of up to 80 units, each unit consisting of one (1) Series A-1 non-voting membership interest (the “Securities”), as more fully described in the accompanying Confidential Offering Memorandum, of ISG, LLC (the “Company”). I understand that the Securities are being sold only to accredited investors (“Accredited Investors”) as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). I hereby represent and warrant to the Company that I qualify as an Accredited Investor on the basis that: (You must check all applicable boxes.) I am a NATURAL PERSON and: (An investor using this Part A must check box (1), (2), (3), or (4).)
[ ] (1) Income Test: My individual income exceeded $200,000 in each of the two most recent years or my joint income together with my spouse exceeded $300,000 in each of those years; and I reasonably expect to earn individual income of at least $200,000 this year or joint income with my spouse of at least $300,000 this year. To support the representation in A(1) above:
(You must check box (a), (b), or (c).)
[ ] (a) I will deliver to the Company, copies of Form W-2, Form 1099, Schedule K-1 of Form 1065, or a filed Form 1040 for each of the two most recent years showing my income or my joint income with my spouse as reported to the IRS for each of those years. I understand that I may redact such documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm annual income.
OR
[ ] (b) My salary or my joint salary with my spouse is publicly available information that has been reported in a document made available by the U.S. government or any state or political subdivision thereof (for example, reported in a filing with the Securities and Exchange Commission) and I will deliver to the Company, copies of such publicly available materials identifying me, or me and my spouse, by name and disclosing the relevant salary information for each of the two most recent years.
OR
[ ] (c) In accordance with the procedures described below under the heading “Independent Third-Party Verification,” I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant to deliver to the Company, written confirmation of my status as an Accredited Investor based on my individual income or my joint income together with my spouse.
[ ] (2) Net Worth Test: My individual net worth, or my joint net worth together with my spouse, exceeds $1,000,000. For these purposes, “net worth” means the excess of:
• total assets at fair market value (including all personal and real property, but excluding the estimated fair market value of my primary residence), minus
• total liabilities. For these purposes, “liabilities”:
exclude any mortgage or other debt secured by my primary residence in an amount of up to the estimated fair market value of that residence; but
• include any mortgage or other debt secured by my primary residence in an amount in excess of the estimated fair market value of that residence.
I confirm that my total individual liabilities, or my total joint liabilities together with my spouse, do not exceed $________________. I represent that all liabilities necessary to determine my individual net worth, or my joint net worth together with my spouse, for the purpose of determining my status as an Accredited Investor are reflected in the dollar amount in the preceding sentence. In addition, I confirm that I have not incurred any incremental mortgage or other debt secured by my primary residence in the 60 days preceding the date of this Letter, and I will not incur any incremental mortgage or other debt secured by my primary residence prior to the date of the closing for the sale of the Securities. I agree to promptly notify the Company if, between the date of this Letter and the date of the closing for the sale of the Securities, I incur any incremental mortgage or other debt secured by my primary residence.
NOTE: If the representation in the first sentence of this paragraph is untrue or becomes untrue prior to the date of the closing for the sale of the Securities, you may still be able to invest in the Securities. However, you must first contact the Company for additional instructions on how to calculate your net worth for purposes of this offering. To support the representations in A(2) above: (You must check box (a) or (b).)
[ ] (a) I will deliver to the Company copies of: (i) bank statements, brokerage statements, other statements of securities holdings, certificates of deposit, tax assessments and/or appraisal reports issued by independent third parties that show my individual assets, or my joint assets together with my spouse; and (ii) A copy of a consumer credit report for me (or copies of consumer credit reports for me and my spouse) issued by TransUnion, EquiFax, or Experian. I understand that each document described in paragraphs (i) and (ii) above must be dated no earlier than three months prior to the date of the closing for the sale of the Securities. I understand that I may redact any of these documents to avoid disclosing personally identifiable information, such as Social Security numbers, that is not necessary to confirm net worth.
OR
[ ] (b) In accordance with the procedures described below under the heading “Independent Third-Party Verification,” I will assist in arranging for a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant to deliver to the Company, written confirmation of my status as an Accredited Investor based on my individual net worth or my joint net worth together with my spouse.
INDEPENDENT THIRD-PARTY VERIFICATION
(NOTE: An investor should only complete this section if, in Part A(1)(c) or A(2)(b) above, you have agreed to arrange for a third party to deliver written confirmation of your status as an Accredited Investor.) To verify my status as an Accredited Investor, I hereby request that the Company or its agents contact the following independent third party:
Name: _____________________________________
Firm name: _____________________________________
Email: _____________________________________
Telephone: _____________________________________
Address: _____________________________________
[ ] registered broker-dealer [ ] SEC-registered investment adviser [ ] licensed attorney [ ] certified public accountant
(NOTE: You must check one of the boxes above. If none are applicable, then you may not rely on independent third-party verification and you must instead directly submit to the Company copies of the other supporting documentation described in Part A(1)(a), A(1)(b), or A(2)(a)(above.) I understand that the Company will send to the person or firm named above a Verification Letter substantially in the form attached as Annex A hereto. I have informed the person named above that the Company will contact him or her to verify my status as an Accredited Investor, and I hereby authorize the Company and its agents to communicate with the person or firm named above to obtain such verification. I understand that I am solely responsible for paying any fees charged by the person or firm named above in connection with verifying my status as an Accredited Investor.
SUPPORTING DOCUMENTATION
Within ten days after the date that I submit this Letter to the Company, I will deliver to the Company, or arrange to have delivered to the Company on my behalf, all required supporting documentation. All supporting documentation must be submitted to the Company either electronically, in PDF form, to Infrastructure Solutions Group LLC 10 First Street New Providence, N.J. 07974
I understand that the Company may request additional supporting documentation from me in order to verify my status as an Accredited Investor, and I hereby agree to promptly provide any such additional supporting documentation. I further understand that, even if I complete and execute this Letter and provide all additional supporting documentation requested by the Company, the Company may in its sole discretion refuse to accept my subscription for the Securities for any reason or for no reason.
RELIANCE ON REPRESENTATIONS; INDEMNITY
I understand that the Company is relying upon my representations in the Letter and upon the supporting documentation to be delivered by me or on my behalf in connection with the Letter (collectively, the “Investor Information”). I agree to indemnify and hold harmless the Company, and its managers, officers, members, representatives, agents, legal counsel, affiliates, and assigns, and any person who controls any of the foregoing, against any and all loss, liability, claim, damage and expense (including attorneys' fees) arising out of or based upon any misstatement or omission in the Investor Information or any failure by me to comply with any covenant or agreement made by me in the Investor Information.
SHARING OF INVESTOR INFORMATION
I understand and agree that the Company and its agents may present the Investor Information to such parties as they deem appropriate to establish that the issuance and sale of the Securities (a) is exempt from the registration requirements of the Securities Act, or (b) meets the requirements of applicable state securities laws.
INVESTOR'S SIGNATURE AND CONTACT INFORMATION
Date: _______________________________
Name: _______________________________
Signature: _______________________________
Email address: _______________________________
Mailing address: _______________________________
_______________________________
_______________________________
Telephone number: _______________________________
