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"Accredited Investor"
is a person who meets
one of the following requirements:
(1)
Bank, Broker, Insurance Company, Investment Company, Small
Business Investment Company, State Plan, or Employee Benefit
Plan. Any bank as defined in section 3(a)(2) of the Act,
or any savings and loan association or other institution as defined
in section 3(a)(5)(A) of the Act whether acting in its individual
or fiduciary capacity; any broker or dealer registered pursuant
to section 15 of the Securities Exchange act of 1934; any insurance
company as defined in section 2(13) of the Act; any investment
company registered under the Investment Company Act of 1940 or
a business development company as defined in section 2(a)(48)
of that Act; any Small Business investment Company licensed by
the U.S. Small Business Administration under section 301(c) or
(d) of the Small Business Investment Act of 1958; and plan established
and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees, if such plan has total assets
in excess of $5,000,000; any employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974,
if the investment decision is made by a plan fiduciary, as defined
in section 3(21) of such act, which is either a bank, savings
and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan 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) Private Business Development
Company. Any private business development company as defined
in section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Organization, Partnership,
Corporate or Other Entity Investor. Any organization described
in section 501(c)(3) of the Internal Revenue Code, corporation,
Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered,
with total assets in excess of $5,000,000;
(4)
Officer of Issuer. Any director, executive officer, or
general partner of the issuer of the securities being offered
or sold, or any director, executive officer, or general partner
of a general partner of that issuer;
(5)
$1,000,000 Net Worth. Any natural person whose individual
net worth, or joint net worth with that person's spouse, at the
time of this purchase exceeds $1,000,000;
(6)
$200,000 Income. Any natural person who had 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 level of income in the current year;
(7)
Trust. 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); and
(8)
Entity. Any entity in which all of the equity owners are
accredited investors;
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