negotiated investments. Typically these situations will require that investors
represent in writing that they are “Accredited Investors,” as that term is
defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”). An investor is an “Accredited Investor” if the
investor meets any one of the following:
i.if a natural person, the investor has an individual income in excess of $200,000 (or $300,000, together with spouse) in each of the two most recent years and reasonably expects an income in excess of $200,000 (or $300,000, together with spouse) in the current year; or
ii.if a natural person, the investor has an individual net worth, or a joint net worth with spouse, at the time of purchase, in excess of $1,000,000 (unless otherwise noted, includes home, home furnishings and automobiles); or
iii.is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, a partnership or trust (if the trust’s purchase of securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act); (a) not formed for the specific purpose of acquiring the securities offered; (b) with assets in excess of $5,000,000; and (c) has the power and authority to comply with the terms of the Subscription Agreement; or
iv.otherwise satisfies the Company (meaning the party seeking the funding or capital) that he or she is an Accredited Investor as defined in Rule 501(a) of Regulation D under the Securities Act. certain institutional investors, including certain banks, whether acting in their individual or fiduciary capacities; registered securities broker-dealers; certain insurance companies; federally registered investment companies; certain business development companies (as defined under the Investment Company Act of 1940); Small Business Investment Companies licensed by the U.S. Small Business Administration under the Small Business Investment Act of 1958; certain employee benefit plans; and any director or executive officer of the Company); or
v.is an entity (excluding an irrevocable trust) in which all the equity owners are “Accredited Investors” as described in (i), (ii), (iii) or (iv) above.
In addition, certain states have established suitability requirements for investors in certain offerings made pursuant to Rules 505 and 506 of Regulation D under the Securities Act based upon the investor’s net worth and other factors.Prospective investors should use the enclosed contact form. The suitability standards referred to above represent minimum suitability requirements for prospective investor consideration. The satisfaction of these standards by a prospective investor does not necessarily mean that every private placement investment opportunity is a suitable investment for such prospective investor. The Company (as defined above), in its sole discretion, may accept or reject any investment interest from a prospective investor for any reason whatsoever.