Accredited Investor

— a bank, insurance company, registered investment company, business development company, or small business investment company;

— an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

— a charitable organization, corporation, or partnership with assets exceeding $5 million;

— a director, executive officer, or general partner of the company selling the securities;

— a business in which all the equity owners are Accredited Investors;

— a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase;

— a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or

— a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.