Participation will be limited to only those persons who are Accredited in accordance with Regulation D and represent that they are willing and able to assume the risk of a highly speculative investment of limited liquidity and can afford to lose all or a portion of their investment.

Accredited Investor

An accredited investor is a person who meets one of the following:

    1. a bank, insurance company, registered investment company, business development company, or small business investment company;
    1. 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;
    1. a charitable organization, corporation, or partnership with assets exceeding $5 million;
    1. a director, executive officer, or general partner of the company selling the securities;
    1. a business in which all the equity owners are accredited investors;
    1. 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;
    1. 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
    1. a trust with assets in excess of $5 million, not formed to acquire the securities offered whose purchases a sophisticated person makes.

The above information is provided as a courtesy to investors. It is not a legal interpretation or a statement of Securities and Exchange Commission policy. If you have questions regarding the meaning or application of a particular law or rule, please consult with an attorney who specializes in securities law.