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Definition of “Accredited Investor”

(A) Any bank as defined in Section 3(a)(2) of the Securities Act, or a 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; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”) or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a 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; a 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; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, 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.

(B) A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

(C) An 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.

(D) 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.

(E) A natural person whose individual net worth, or joint net worth* with that person’s spouse, at the time of his or her purchase exceeds $1,000,000.

(F) A natural person who had an 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

*For purposes of the definition of Accredited Investor, the term “net worth” means the excess of total assets over total liabilities. In accordance with the definition of “Accredited Investor,” your primary residence should not be included as an asset in the calculation of your net worth. Indebtedness that is secured by your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase of the Purchaser Shares, should not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the Purchaser Shares exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess should be included as a liability). Indebtedness that is secured by your primary residence in excess of its estimated fair market value at the time of your purchase of the Purchaser Shares should be included as a liability in the calculation of your net worth.