"Accredited Investor" shall mean any person who comes within any of the following categories, or who the Issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

• Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year;

• Natural persons with a net worth individually or jointly with spouse of at least $1 million;

• Directors, executive officers, and general partners of the issuer;

• Any entity in which all the equity owners are accredited investors;

• Banks, insurance companies, registered investment companies, business development companies, or small business investment companies;

• Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser;

• Any employee benefit plan (within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million;

• Charitable organizations, corporations or partnerships with assets in excess of $5 million;

• Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person who either alone or with his purchaser representative has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment.