You are an accredited investor if you could answer yes to at least one of the bulleted items below:

  • You are a natural person whose individual net worth1, or joint net worth with your spouse or spousal equivalent2, at the time of subscription exceeds $1,000,000 (excluding the value of the subscriber’s primary residence).
  • You are 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 your spouse or spousal equivalent in excess of $300,000 in each of the two most recent years and has a reasonable expectation of reaching the same income level in the current year.
  • You are a director, executive officer3, general partner or (if the Company is a limited liability company) manager of the Company or, if the Company is partnership or a limited liability company, a director, executive officer, general partner or (if the general partner or manager of the Company is a limited liability company) manager of the Company’s general partner or manager.
  • You are an investment adviser relying on the exemption from registering with the U.S. Securities and Exchange Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940.The subscriber is a natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the U.S. Securities and Exchange Commission has designated as qualifying an individual for accredited investor status4.
  • You are a natural person who is either (i) an executive officer, trustee, general partner, advisory board member, or person serving in a similar capacity for the Company or an Affiliated Management Person of the Company (i.e., an individual or entity that manages the investment activities of the Company) or (ii) an employee of the Company or an Affiliated Management Person (other than an employee performing solely clerical, secretarial or administrative functions with regard to the Company or an Affiliated Management Person or its investments) who, in connection with his or her regular functions or duties, participates in the investment activities of the Company or an Affiliated Management Person, provided that he or she has been performing such functions and duties for or on behalf of the Company for at least 12 months, if the Company would be an investment company, as defined by in Section 3 of the Investment Company Act of 1940, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such Act.
  • You represent a 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 who either alone or with such person’s purchaser representative(s) has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment. The subscriber is a family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, with assets under management in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, and whose prospective investment in the Company is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
  • You represent a family client, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements in the preceding paragraph and whose prospective investment in the Company is directed on behalf of such family office by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.
  • You represent an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, a corporation, a Massachusetts or similar business trust, partnership or limited liability company, not formed for the specific purpose of acquiring an interest in the Company, with more than $5,000,000 in assets.
  • You represent a 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 a fiduciary capacity.
  • You represent a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934.
  • You represent an insurance company as defined in Section 2(a)(13) of the Securities Act.The subscriber is an 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.
  • You represent 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.
  • You represent 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 a plan has total assets in excess of $5,000,000.
  • You represent a private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940.
  • You represent a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act.
  • You represent an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), if the decision to invest 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 adviser5.
  • You represent an employee benefit plan within the meaning of Title I of ERISA having 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.
  • You represent an entity, of a type not listed previously, not formed for the specific purpose of acquiring the securities offered, owning investments, as defined in Rule 2a51-1(b) under the Investment Company Act of 1940, in excess of $5,000,000.
  • You represent an entity in which all of the equity owners are accredited investors and described in one or more of the categories set forth above.
  1. “Net worth” is calculated by taking the difference between the value of the subscriber’s total assets and the value of the subscriber’s total liabilities, except that (i) the value of the subscriber’s primary residence must not be included as an asset and (ii) indebtedness that is secured by the subscriber’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, is not included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities 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 must be included as a liability).
  2. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.
  3. An executive officer means the president, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions, for the Company. The executive officer of a subsidiary of the Company may be determined to be an executive officer of the Company if he or she performs such policy making functions for the Company.
  4. As of February 1, 2021, the U.S. Securities and Exchange Commission has designated persons holding in good standing the following professional licenses, developed or administered by the Financial Institutions Regulatory Authority, as meeting this criterion: 1. General Securities Representative license (Series 7); 2. Private Securities Offerings Representative license (Series 82); and 3. Investment Adviser Representative license (Series 65).
  5. If the plan is self-directed, the subscriber must submit evidence satisfactory to the Company that the persons who make investment decisions are in fact accredited investors.