Regulation D Rule 506(c) Guidelines

1. Overview of Rule 506(c)

Title II of the Jumpstart Our Business Startups (JOBS) Act directed the SEC to eliminate the historical ban on general solicitation for private offerings, codified in Rule 506(c). Under this exemption, Rodeo Capital is permitted to publicly market ranch syndications, display real-time deal performance telemetry, and discuss projected returns across digital channels.

2. The Mandatory Verification Requirement

Unlike traditional 506(b) offerings where self-certification ('check the box') is sufficient, Rule 506(c) mandates that issuers take 'reasonable steps to verify' that all purchasers are accredited investors. No investor funds may be released from escrow to ranch operations without verified accreditation documentation on file.

3. Non-Exclusive Verification Safe Harbors

Rodeo Capital complies with SEC non-exclusive verification methods:

• •Principles-based review of tax returns, Forms W-2, or 1099s for the past two calendar years.
• •Review of bank statements, brokerage records, and credit reports for net worth certification.
• •Written confirmation letters from licensed CPAs, registered broker-dealers, licensed investment advisers, or attorneys in good standing.
• •Integration with accredited third-party verification services (e.g., Parallel Markets, VerifyInvestor).

4. SPV & Escrow Structuring

Each fractional livestock project is structured as a dedicated bankruptcy-remote Delaware Limited Liability Company (LLC) or Special Purpose Vehicle (SPV). Investor capital is held in a segregated third-party escrow account until the minimum raise condition is satisfied and legal title to the livestock lot is secured.

5. Mandatory Risk Disclosures

Securities offered under Rule 506(c) are restricted securities and are illiquid. There is no active public trading market, and secondary transfers require manager consent. Investors must have the financial ability to bear the complete loss of invested capital.