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ACCREDITED INVESTOR

An individual Subscriber or an IRA Subscriber of an individual participant, whose net worth, or joint net worth with that person’s spouse at the time of his purchase, exceeds $1,000,000 (including any interest in an IRA or 401(k) account).

An individual Subscriber or an IRA Subscriber of an individual participant, who had an 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 who reasonably expects an income in excess of the same income level in the current year.

A corporation, Massachusetts or similar business trust, a partnership, an LLC or an organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the specific purpose of making this investment, with total assets in excess of $5,000,000.

An entity in which all of the equity owners are Accredited Investors under Rule 501 of Regulation D under the Securities Act of 1933 (“Regulation D”).

A trust with total assets in excess of $5,000,000, not formed for the specific purpose of making this investment, whose investments are directed by a person with knowledge and financial expertise in financial and business matters, as described in Rule 506(b)(2)(ii) of Regulation D.

A bank, savings and loan association, broker, dealer, insurance company, investment company, business development company, licensed small business investment company or private business development company (as such terms are defined under applicable sections of the Securities Act of 1933, Securities and Exchange Act of 1934, Investment Company Act of 1940, Investment Advisers Act of 1940, or Small Business Investment Act of 1958).

An employee benefit plan within the meaning of ERISA if the investment decision is made by a Plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, insurance company, or registered investment adviser.

An employee benefit plan within the meaning of ERISA or a plan established and maintained by a state or its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, in each case with total assets over $5,000,000.

An employee benefit plan which is completely self-directed and whose investment decisions are made by a person who is an “Accredited Investor” under Regulation D.

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