An accredited investor is defined by the Code of Federal Regulations [Regulation D, Rule 501(a), 17 CFR 230.501(a)] to include (but not limited to) the following:

(a) “Institutional Investors”, such as banks, savings and loans, insurance companies, investment companies, employee benefit plans with total assets in excess of $5,000,000 and plans established by a state, its instrumentalities or any agency or instrumentality thereof, for the benefit of its employees, if the plan has total assets in excess of $5,000,000.

(b) Private Business Development Companies as defined in Section 202 (a) (22) of the Investment Adviser Act of 1940.

(c) Tax Exempt Organizations and For-Profit Entities if the entity is not formed for the specific purpose of making the investment and its total assets exceed $5,000,000.

(d) Directors, executive officers and general partners and certain other insiders of the issuer.

(e) Any natural person whose net worth at the time of purchase or the joint net worth of the investor and the investor’s spouse is $1,000,000.

(f) A natural person who has an income in excess of $200,000 in each of the last two 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 level in the current year.