An accredited investor under U.S. standard is any investor meeting criteria determined by the SEC under Rule 501.

An individual accredited investor is someone that has:

• Net worth in excess of $1,000,000, not including your primary residence; or

• Historic and expected income of over $200,000 (or $300,000 for couples) in a calendar year; or

• An individual holder in good standing of certain FINRA licenses, specifically the Series 7, Series 65, or the Series 82; or

• Knowledgeable employees of a fund with respect to investments in a private fund; or

• An executive of the issuer of an executive of the GP of the issuer.

An accredited investor as an entity is:

• Any business trust, partnership, or limited liability company with total assets worth more than $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person; or

• Any entity in which all of the equity owners are individual accredited investors; or

• Family offices with at least $5 million in assets under management and their “family clients”; or

• Spousal equivalent to the accredited investor definition, so that spousal equivalents may pool their finances for the purpose of qualifying as accredited investors; or

• Certain other specialized entities are described in Rule 501.

Under SEC Rule 501, those qualifying as “accredited investors” may invest in deals not available to non-accredited investors — those who don’t meet the above criteria — as long as they can show documented proof towards their accreditation if prompted or audited.

Non-accredited investors can participate in Reg CF and A+ offerings with limits on how much they can invest, while accredited investors can do so without limits.

If and when accredited investors participate in Reg CF and Reg A+ deals, they do so without investment limits and without having their accreditation verified, whereas offerings under Reg D generally do require verification. The majority of deals hosted through Republic's platform are available to both accredited and non-accredited investors and all Republic deals under Reg CF and Reg A+ are open to both accredited and non-accredited investors.