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Accredited Investor Requirement
As defined by the Securities and Exchange Commission
As used in Regulation D, the following terms shall have the meaning indicated:
a. Accredited Investor. 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 bank as defined in section 3(a)(2) of the Act, or any savings and loan
association or other institution as defined in section 3(a)(5)(A) of the 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 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 that Act;
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 the Employee Retirement Income Security Act of 1974 if the investment
decision is made by a plan fiduciary, as defined in section 3(21) of such act, 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 accredit
investors;
- Any private business development company as defined in section 202(a)22 of the Investment
Advisors Act of 1940;
- 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 securities offered, with total assets in excess of
$5,000,000;
- Any director, executive officer, or general partner of that issuer of the securities
being offered or sold, or any director, executive officer, or general partner of a general
partner of the issuer;
- 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;
- 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;
- Any trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by a sophisticated
person as described in Rule 506(b)(2)(ii); and
- Any entity in which all of the equity owners are accredited investors.
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