An Accredited Investor is a person that meets one of the following criteria: 

A natural person whose individual net worth or joint net worth with their spouse, at the time of the purchase of the Units, exceeds One Million Dollars ($1,000,000), excluding consideration of equity in their primary residence and after having deducted the negative equity in their primary residence or any indebtedness that they have incurred on their primary residence within the sixty (60) days prior to subscribing to this Offering; or 

A natural person who had individual income in excess of Two Hundred Thousand Dollars ($200,000) in each of the two (2) most recent years or joint income with their spouse in excess of Three Hundred Thousand Dollars ($300,000) in each of those years and has a reasonable expectation of reaching the same income level in the current year; or 

A bank, insurance company, registered investment company, business development company, or small business investment company; or 

An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of Five Million Dollars ($5,000,000); or 

A charitable organization, corporation, or partnership with assets exceeding Five Million Dollars ($5,000,000); or 

A director, executive officer, or general partner of the company selling the securities; or 

A business in which all the equity owners are Accredited Investors; or 

A trust with assets in excess of Five Million Dollars ($5,000,000) that was not formed to acquire these Units. 

Sophisticated Investor: 

The definition of a “Sophisticated Investor” as defined by the SEC : 
An investor that has such knowledge and experience in financial matters that they are capable of evaluating the merits and risks of an investment in the Company, or 

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