ACCREDITED CRITERIA

“Victory awaits him who has everything in order—luck, people call it.” —Roald Amundsen

accredited investor, n : CERTIFIED, COMMITS CAPITAL

Per the U.S. Securities and Exchange Commission, an accredited investor, in the context of a natural person, includes:

(1) one whose net worth, either individually or jointly with such person's spouse, at the time of the purchase of the membership interest in the company, exceeds $1,000,000, not including primary residence as an asset; OR

(2) one who had individual income in excess of $200,000, or joint income with the person's spouse in excess of $300,000 in each of the two previous tax years and reasonably expects to reach the same income level in this current tax year; OR

(3) any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; OR

(4) an entity that falls within one of the following categories of institutional accredited investors set forth in Rule 501(a) of Regulation D under the Securities Act.

(a) 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.

(b) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

(c) an insurance company as defined in Section 2 (13) of the Securities Act.

(d) an investment company registered under the Investment Company Act or as a business development company as defined in Section 2(a)(48) of the Investment Company Act.

(e) 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, as amended.

(f) 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 a plan has total assets in excess of $5,000,000.

(g) an employee benefit plan within the meaning of Title I of 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 or registered investment adviser, 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.

(h) any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of Investment Company, as amended.

(i) a trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the membership interest in the company.

(5) an entity in which all of the equity owners are accredited investors as described in one or more of the categories set forth in paragraphs (1) through (4) above.