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Accredited Investor

Accredited Investor Status

An Accredited Investor is defined as:

1. An employee benefit plan that has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;
2. Any organization described in Section 501(c)(3) of the Internal Revenue Code, any limited liability company, any corporation, Massachusetts or similar business trust, or any partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
3. Any natural person whose individual net worth, or joint net worth with that person’s spouse, at that time of his purchase exceeds $1,000,000. For such purposes:
   1. one’s primary residence should not be included as an asset;
   2. indebtedness that is secured by one’s primary residence, up to the estimated fair market value of the primary residence prior to the date hereof, should not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess should be included as a liability); and
   3. indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence should be included as a liability;
4. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
5. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii)
6. Under the Securities Act of 1933, as amended (the “Act”);
7. Any revocable trust that may be revoked by the grantor at any time and whose grantors are all “accredited investors”;
8. Any entity in which all of the equity owners are “accredited investors”.

Yes, I am an Accredited Investor because I satisfy the definition above.