Bad Actor Application (included).

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Instructions

This affirmation and certification must be completed by an executive officer of the Issuer with the power to bind the company.

The affirmation must identify each Covered Person as defined by the Securities and Exchange Commission “Bad Actor” Rules, 17 C.F.R. § 227.503. Covered Persons include the Issuer itself, all predecessors of the Issuer (for example, where a “C” corporation previously operated as an LLC) and “DBA” names of the Issuer, any affiliated issuer, officers, directors, managing members, general partners, beneficial owners of 20% or more voting equity securities, and any promoters for the offering.

Covered Persons should be identified in the fields below.

The Bad Actor Report will check against the eight enumerated categories of disqualifying events to permit the issuer, intermediary, and investors to show that “reasonable care” has been taken that no disqualifying events have been triggered.

Affirmation and Certification

I affirm that I am the principal executive officer of the company describe herein, issuing securities in reliance on the Regulation Crowdfunding exemption from registration of the securities being offered.

I affirm that I have read and understand the disqualifying events under the Securities and Exchange Commission’s Bad Actor rules attached as “Background”.

I certify that, except as disclosed below, neither I, nor any of the covered persons identified below, have committed, been found guilty of, or been found liable for any of the enumerated disqualifying events.

I also understand that CrowdCheck or its designated agent will produce Bad Actor Reports to verify this affirmation information provided as part of its services. I understand (and the covered persons have been informed) that the Bad Actor Reports will search records pertaining to each of the enumerated disqualifying events of the Bad Actor rules. I acknowledge that the provision of incorrect information may result in civil and criminal liability to me and my company.

I further understand that CrowdCheck Bad Actor Reports will be delivered to the person or party commissioning the Reports and that they may be made available to prospective investors through publication on an investment platform. I agree to release and hold CrowdCheck or its designated agent harmless from any and all claims, responsibility, or liability that may result from this process.

Name of Company*

Name of principal executive officer.*

First Last

Signature of principal executive officer.*

Issuing Company information

Please provide the following information for the company that will be raising funds (the “Company”)

What's the Company's name?*

What's the Company's address?*

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

What's the Company's phone number?*

What's the Company's FEIN?*

Where was the Company formed?*

Does the Company have a managing Company?

If the manager of the Company will be another company (the “Manager”), please provide the following information for the Manager

Yes

What's the Manager's name?*

What's the manager's address?*

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

What's the Manager's phone number?*

What's the Company's FEIN?*

Where was the Company formed?*

Covered Persons information

Please provide the following information on the Covered Persons. You may have more than one.

What's their name?*

First Last

What's their home address?*

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

What's their date of birth?*

What's their home phone number?*

What's their cell phone number?*

Is there an additional covered person?*

Yes

What's their name?*

First Last

What's their home address?*

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

What's their date of birth?*

What's their home phone number?*

What's their cell phone number?*

Disclosed Events

Please read to complete the final question.

Securities and Exchange Commission “Bad Actor” Disqualification, 17 C.F.R. § 227.503:

(a) Disqualification events. No exemption under this section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) shall be available for a sale of securities if the issuer; any predecessor of the issuer; any affiliated issuer; any director, officer, general partner or managing member of the issuer; any beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power; any promoter connected with the issuer in any capacity at the time of such sale; any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities; or any general partner, director, officer or managing member of any such solicitor:

(1) Has been convicted, within 10 years before the filing of the offering statement (or five years, in the case of issuers, their predecessors and affiliated issuers), of any felony or misdemeanor:

(i) In connection with the purchase or sale of any security;

(ii) Involving the making of any false filing with the Commission; or

(iii) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities;

(2) Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before the filing of the information required by section 4A(b) of the Securities Act (15 U.S.C. 77d‐1(b)) that, at the time of such filing, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:

(i) In connection with the purchase or sale of any security;

(ii) Involving the making of any false filing with the Commission; or

(iii) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities;

(3) 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 U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:

(i) At the time of the filing of the information required by section 4A(b) of the Securities Act (15 U.S.C. 77d‐1(b)), bars the person from:

(A) Association with an entity regulated by such commission, authority, agency or officer;

(B) Engaging in the business of securities, insurance or banking; or

(ii) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within ten years before such filing of the offering statement;

Instruction to paragraph (a)(3). Final order shall mean a written directive or declaratory statement issued by a federal or state agency, described in § 227.503(a)(3), under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.

(4) Is subject to an order of the Commission entered pursuant to section 15(b) or 15B(c) of the Exchange Act (15 U.S.C. 78 o (b) or 78 o‐4(c)) or Section 203(e) or (f) of the Investment Advisers Act of 1940 (15 U.S.C. 80b‐3(e) or (f)) that, at the time of the filing of the information required by section 4A(b) of the Securities Act (15 U.S.C. 77d‐1(b)):

(i) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer, investment adviser or funding portal;

(ii) Places limitations on the activities, functions or operations of such person; or

(iii) Bars such person from being associated with any entity or from participating in the offering of any penny stock;

(5) Is subject to any order of the Commission entered within five years before the filing of the information required by section 4A(b) of the Securities Act (15 U.S.C. 77d‐1(b)) that, at the time of such filing, orders the person to cease and desist from committing or causing a violation or future violation of:

(i) Any scienter‐based anti‐fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the Securities Act (15 U.S.C. 77q(a)(1)), Section 10(b) of the Exchange Act (15 U.S.C. 78j(b)) and 17 CFR 240.10b‐5, section 15(c)(1) of the Exchange Act (15 U.S.C. 78o(c)(1)) and Section 206(1) of the Investment Advisers Act of 1940 (15 U.S.C. 80b‐6(1)) or any other rule or regulation thereunder; or

(ii) Section 5 of the Securities Act (15 U.S.C. 77e);

(6) 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;

(7) Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A (17 CFR 230.251 through 230.263) offering statement filed with the Commission that, within five years before the filing of the information required by section 4A(b) of the Securities Act (15 U.S.C. 77d‐1(b)), was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, at the time of such filing, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

(8) Is subject to a United States Postal Service false representation order entered within five years before the filing of the information required by section 4A(b) of the Securities Act (15 U.S.C. 77d‐1(b)), or is, at the time of such filing, 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.

(b) Transition, waivers, reasonable care exception. Paragraph (a) of this section shall not apply:

(1) With respect to any conviction, order, judgment, decree, suspension, expulsion or bar that occurred or was issued before May 16, 2016;

(2) Upon a showing of good cause and without prejudice to any other action by the Commission, if the Commission determines that it is not necessary under the circumstances that an exemption be denied;

(3) If, before the filing of the information required by section 4A(b) of the Securities Act (15 U.S.C. 77d‐ 1(b)), the court or regulatory authority that entered the relevant order, judgment or decree advises in writing (whether contained in the relevant judgment, order or decree or separately to the Commission or its staff) that disqualification under paragraph (a) of this section should not arise as a consequence of such order, judgment or decree; or

(4) If the issuer establishes that it did not know and, in the exercise of reasonable care, could not have known that a disqualification existed under paragraph (a) of this section.

Instruction to paragraph (b)(4). An issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualifications exist. The nature and scope of the factual inquiry will vary based on the facts and circumstances concerning, among other things, the issuer and the other offering participants.

(c) Affiliated issuers. For purposes of paragraph (a) of this section, events relating to any affiliated issuer that occurred before the affiliation arose will be not considered disqualifying if the affiliated entity is not:

(1) In control of the issuer; or

(2) Under common control with the issuer by a third party that was in control of the affiliated entity at the time of such events.

(d) Intermediaries. A person that is subject to a statutory disqualification as defined in section 3(a)(39) of the Exchange Act (15 U.S.C. 78c(a)(39)) may not act as, or be an associated person of, an intermediary in a transaction involving the offer or sale of securities in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) unless so permitted pursuant to Commission rule or order..

Instruction to paragraph (d). § 240.17f‐2 of this chapter generally requires the fingerprinting of every person who is a partner, director, officer or employee of a broker, subject to certain exceptions.

Do you have any events, as described above, to disclose?*

Yes

Disclose any relevant events below.*

Include the following information for each event:

Nature of charge or offense
Date of charge or offense
Name of court or regulatory agency Involved
Disposition

Payment form – Bad Actor check.

How many Covered Persons did you add above?

Price: $100.00

Total

Comments

This field is for validation purposes and should be left unchanged.

At our request, CrowdCheck will perform a background check for your Company and each covered person, based on the information you provide here.

The Bad Actor rules disqualify an issuer from relying on the Regulation Crowdfunding exemption from registration of offerings of securities if any covered person has triggered a “disqualifying event.” The offering may go forward if the disqualifying event occurred before May 16, 2016, but the event must be disclosed to investors. The Bad Actor Report will check against the eight enumerated categories of disqualifying events to permit the issuer, intermediary, and investors to show that “reasonable care” has been taken that no disqualifying events have been triggered.

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