Regulation D — Rule 506(c)

This page summarizes how RSAAID Holdings Corporation ("RHC") and its subsidiaries intend to rely on Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). It is a summary for convenience only and does not modify the terms of any offering, which are governed exclusively by the applicable offering documents.

1. Overview of Rule 506(c)

Rule 506(c) is an exemption from the registration requirements of the Securities Act. It permits an issuer to engage in general solicitation and general advertising of a securities offering, provided that: (a) all purchasers in the offering are accredited investors; (b) the issuer takes reasonable steps to verify that each purchaser is an accredited investor; and (c) certain other conditions of Regulation D are satisfied. Because RHC may publicly communicate about its offerings, it intends to comply with the heightened verification standard that Rule 506(c) requires.

2. Who Is an Accredited Investor

Under Rule 501(a) of Regulation D, "accredited investor" includes, among others:

Natural persons

• A person whose individual income exceeded US$200,000, or whose joint income with a spouse or spousal equivalent exceeded US$300,000, in each of the two most recent years, with a reasonable expectation of reaching the same income level in the current year;
• A person whose individual or joint net worth exceeds US$1,000,000, excluding the value of the person's primary residence (and, generally, excluding mortgage debt on the primary residence up to its fair market value, while including such debt in excess of fair market value and any increase in such debt in the 60 days before purchase);
• A person holding, in good standing, certain professional certifications or designations recognized by the SEC (for example, the Series 7, Series 65, or Series 82 licenses); and
• A "knowledgeable employee" of certain private funds, with respect to investments in that fund.

Entities

• Entities owning investments in excess of US$5,000,000, and certain entities with total assets in excess of US$5,000,000 not formed for the specific purpose of acquiring the securities;
• Certain banks, insurance companies, registered investment companies, business development companies, and registered investment advisers;
• Any entity in which all equity owners are themselves accredited investors; and
• Certain family offices and family clients meeting specified thresholds.

This summary is not exhaustive. The complete and controlling definition appears in Rule 501(a).

3. Reasonable Steps to Verify

Under Rule 506(c), self-certification alone is not sufficient. RHC will take reasonable steps to verify accredited status, applying a principles-based, facts-and-circumstances assessment. Reasonable steps may include one or more of the following:

• Income-based verification: reviewing IRS forms reporting income (such as Forms W-2, 1099, K-1, or 1040) for the two most recent years, together with a written representation of a reasonable expectation of reaching the required income level in the current year;
• Net-worth-based verification: reviewing recent bank, brokerage, or other statements of assets and a credit report for liabilities, dated within the prior three months, together with a written representation that all liabilities have been disclosed;
• Third-party confirmation: obtaining written confirmation from a licensed attorney, certified public accountant, registered broker-dealer, or SEC-registered investment adviser that such person has taken reasonable steps to verify the investor's accredited status within the prior three months; or
• Verification service: using a reputable third-party accreditation-verification provider.

4. How Access Works on This Site

Requesting investor access requires you to certify your accredited status. That certification initiates, but does not complete, verification. RHC reviews each request individually and grants portal access at its discretion. Access to detailed financial materials, and to any secured data room, is conditioned on satisfactory verification and, where applicable, execution of a non-disclosure agreement.

5. Transfer Restrictions

Securities sold in a Rule 506(c) offering are "restricted securities" under the Securities Act. They may not be resold except pursuant to an effective registration statement or an available exemption from registration, and they will bear appropriate restrictive legends.

6. No Approval; Form D

Reliance on Rule 506(c) does not constitute review or approval of any offering by the SEC or any state regulator. RHC or the applicable subsidiary will file a Form D with the SEC as required and will make any required state notice filings.

7. Contact

For information about verification procedures, contact Investor Relations, RSAAID Holdings Corporation. [Counsel to confirm preferred verification method(s) and whether a third-party verification provider will be engaged.]