Accredited Investor

Qualification Part1

 A native person who (a) together with his or her spouse, has a net worth in excess of $2,000,000, or (b) immediately after entering into this agreement will have at least $1,000,000 under the management of the investment manager, or (c) a "qualified purchaser" as defined in Section 2(a) (51) OF THE nvestment Company Act of 1940, as amended (the "1940 Act")

 A corporation, partnership, association, join-stockcompany, trust or any organized group of persons, whethern corporated or not that (a) has a net worth in excess of $2,000,000, or (b) immediately after entering into this agreement will have at least $1,000,000 under the management of the investment manager, or (c) that is a "qualified purchaser" as defined in Section 2(a)(51) of the 1940 Act; provided, however, that if such company is (a) a registered nvestment company under the 1940 Act, (b) a business development company under the Advisers Act, or (c) a company excepted from the definition of "investment company" under Section 3(c)(1) of the 1940 Act ((a)-(c) shall each be defined as an "Excluded Company"), then each equity owner of such Excluded Company is a natural person or non-Excluded Company satisfying the Qualified Client criteria set forth herein.

Qualification Part2

 A natural person whose individual net worth or joint net worth with his or her spouse at the time of his or her purchase exceeds $1 million dollars

 A natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with his or her spouse in excess of $300,000 in each of those years and has reasonable expectation of reaching the same income level in the current year

 An 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

 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring securities offered, whose purpose is directed by a sophisticated person as described in Rule 501(A) under the Securities Act

 An entity in which all of the equity owners are "accredited investors" as defined in Rule 501(a) under the Securities Act

 A bank (as defined in Section 3(a)(2) of the Securities Act) or a savings and loan association or other institution (as defined in Section 3(a)(5)(A) of the Securities Act), whether acting in regard to this investment in its individual or a fiduciary capacity

 A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934

 An insurance company (as defined in Section 2(13) of the Securities Act)

 An investment company registered under the Invest Company Act of 1940

 A business development company (as defined in Section 2 (a)48 of the Investment Company Act of 1940)

 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 the plan has total assets in excess of $5,000,000

 An employee benefit plan with the meaning of Title 1 of the Employee Retirement Income Security Act of 1974 (an "ERISA Plan") whose decision to purchase the Shares was made by a plan fiduciary (as defined in Section 3(21) of the Employee Retirement Income Securities Act of 1974), which is either a bank, savings and loan association, insurance company or registered investment adviser

 An ERISA Plan with total assets in excess of $5,000,000 or, if a self-directed ERISA Plan with investment decisions made solely by persons that are "accredited investors"

 A private business development company (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940)

 An entity in which all the equity owners fit into at least one of the categories listed under section (1) through (15) above.

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