Atlas Power Systems, LLC is relying upon
the Model Accredited Investor Exemption
in its offering of securities to fund our project.

What is the Model Accredited Investor Exemption? The North American Securities Administrators Association (NASAA) , which represents every state securities regulator, drafted and approved a "Model Accredited Investor Exemption" during its 1997 Spring Conference. The Model Exemption or MAIE is based on the premise that "accredited investors" are capable of undertaking their own due diligence and gauging the risk factors before making any investments in small companies. When adopted by individual states, the Model Exemption provides a new exemption from registration of securities at the state level for small companies that offer and sell their securities exclusively to accredited investors. At the federal level, the Model Exemption works with the SEC Regulation D, Rule 504, to provide an exemption for sales under $1 million.

Who are "Accredited Investors?" Pursuant to SEC Regulation D, Rule 501, (17 C.F.R. § 230.501(a)), an "Accredited Investor" is defined as one of the two following types of investors:

- A natural person whose net worth exceeds $1,000,000, or whose income exceeds $200,000 ($300,000 if jointly with spouse); or
- Institutional investors such as a bank, broker or dealer, insurance company, investment company, SBA-licensed Small Business Investment Company, or other investment funds.

Additionally, this opportunity is not available for electric utilities or anyone who owns or controls more than ten percent (10%) of an electric utility.

I am an "Accredited Investor" as defined in 17 C.F.R. § 230.501(a) and
I am NOT an electric utility NOR do I own or control more than ten percent (10%) of an electric utility company.

YES

NO