Accredited Investors
The term “accredited investor” refers to any investor who comes within any of the following categories or who we reasonably believe comes within any of the following categories, at the time of the issuance of the Units to such investor:
1. Any 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; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; any 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; any 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; any employee benefit plan within the meaning of Title I 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, 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;
2. Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
3. Any 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 Units offered, with total assets in excess of $5,000,000;
4. Any of our directors or executive officers;
5. Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000;
6. Any 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 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
7. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) or Regulation D; and
8. Any entity in which all of the equity owners are accredited investors.
As a condition to consummation of an issuance of Units to any shareholder who participates in the Offering, such shareholder must represent in writing the following to us: (a) the shareholder is acquiring the Units for investment and not with a view to resale or distribution; (b) the shareholder can bear the economic risk of losing such shareholder’s entire investment; (c) the shareholder’s overall commitment to investments which are not readily marketable is not disproportionate to such shareholder’s net worth, and such shareholder’s investment in the Units will not cause such overall commitment to become excessive; (d) the shareholder has adequate means of providing for such shareholder’s current needs and personal contingencies and has no need for liquidity in such shareholder’s investment in the Units; and (e) the shareholder has substantial experience in making investment decisions of this type. The suitability standards referred to above represent minimum suitability standards for shareholders and the satisfaction of such standards by a prospective investor does not necessarily mean that the Units are a suitable investment for such shareholder.
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