Types of Accredited Investors

An individual with a net worth, or joint net worth together with his or her spouse or spousal equivalent, in excess of One Million Dollars ($1,000,000); (1)

An individual that had an individual income in excess of Two Hundred Thousand Dollars ($200,000) in each of the two (2) most recent years and reasonably expects the same income level in the current year;

An individual who had, with his or her spouse or spousal equivalent, joint income in excess of Three Hundred Thousand Dollars ($300,000) in each of the two (2) most recent years and reasonably expects the same joint income level in the current year, where “income” has a meaning as described in footnote 2 below (2);

A director, executive officer, or general partner of the Company, or a director, executive officer or general partner/manager of a general partner/manager of the Company;

A natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status. Initially, the SEC has designated for qualification the following three FINRA-established professional certifications: (i) the General Securities Representative license (Series 7); (ii) the Licensed Investment Adviser Representative (Series 65); and (iii) the Private Securities;

A natural person who is a “knowledgeable employee,” as defined in rule 3c5(a)(4) under the Investment Company Act of 1940, of the issuer of the Company if the Company would be an investment company, as defined in section 3 of the Investment Company Act of 1940, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of the Investment Company Act of 1940;

A revocable trust in which: (A) (i) the trust has more than $5M in assets; (ii) the trust was not formed for the specific purpose of acquiring the securities offered; and (iii) its trustee is a sophisticated person (e.g. a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of a prospective investment); OR (B) the trustee or co-trustee of the trust is a bank, insurance company, registered investment company, business development company, or small business investment company; OR (C) the trust may be amended or revoked at any time by the grantor(s), the tax benefits of investments made by the trust pass through to the grantor(s), and each grantor is an “accredited investor” (as an entity in which all of the “equity owners” are an accredited investor);

An irrevocable trust in which: (A) (i) the trust has more than $5M in assets; (ii) the trust was not formed for the specific purpose of acquiring the securities offered; and (iii) its trustee is a sophisticated person (e.g. a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of a prospective investment); OR (B) the trustee or co-trustee of the trust is a bank, insurance company, registered investment company, business development company, or small business investment company; OR (C) if each grantor is an “accredited investor” and is considered an “equity owner” because the trust has the following characteristics: (i) the trust is a grantor trust for federal income tax purposes and the grantor(s) is the sole funding source; AND (ii) the grantor would be taxed on all income of the trust and would be taxed on the sale of trust assets; AND (iii) the grantor(s) is the trustee with sole investment discretion; AND (iv) the entire amount of the grantor’s contribution plus a rate of return would be paid to the grantor prior to any other payments; AND (v) the trust was established by the grantor for estate planning purposes; AND (vi) creditors of the grantor(s) would be able to reach the grantor’s interest in the trust;

An entity in which all of the equity owners are “accredited investors.”;

A bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

A broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934

An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940;

A self-directed ERISA plan with investment decisions made solely by persons that are accredited investors;

An individual retirement account owned by an accredited investor;

An entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments (3) in excess of $5,000,000;

A “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: (i) with assets under management in excess of $5,000,000; (ii) that is not formed for the specific purpose of acquiring the securities offered; and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or

A “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office whose prospective investment in the Company is directed by such family office.