This template is a back-up certificate that a prospective investor may deliver to a third-party verifier in connection with a Rule 506(c) securities offering. This template includes practical guidance and drafting notes. In a securities offering relying on Rule 506(c) (17 C.F.R. § 230.506(c)) under the Securities Act of 1933, as amended (Securities Act), an issuer must take reasonable steps to verify that each investor participating in the offering is an “accredited investor” as defined in Rule 501(a) (17 C.F.R. § 230.501(a)) of the Securities Act. Under Rule 506(c)(2)(ii), an issuer is deemed to have taken such reasonable steps if it receives a written confirmation from a third-party verifier (i.e., registered broker-dealers, registered investment advisers, licensed attorneys, and certified public accountants) confirming the investor’s status, particularly under the net worth or income tests. As a prerequisite to providing such written confirmation, the verifier may require the ...