The undersigned represents and warrants to the Company that the undersigned is an accredited investor as described in the subparagraph checked below:
(a) A natural person whose individual worth or joint net worth with his/her spouse, at the time of his/her purchase, exceeds $1,000,000. OR
(b)
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 that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. OR
(c) The undersigned is a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of such Act, whether acting in its individual or fiduciary capacity.OR
(d) The undersigned is a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934. OR
(e) The undersigned is an insurance company as defined in Section 2(3) of the Securities Act of 1933, as amended. OR
(f) The undersigned is an investment company registered under the Investment Company Act of 1940. OR
(g) The undersigned is a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940. OR
(h) The undersigned is a small business investment company licensed to the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. OR
(i) The undersigned is 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, and the undersigned has total assets in excess of $5,000,000. OR
(j)
The undersigned is (a) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 and (b) the investment decision 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 investment advisor registered under the Investment Advisors Act of 1940. OR
(k)
The undersigned (a) is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, (b) has total assets in excess of $5,000,000 or is a self-directed plan and (c) the investment decisions are made solely by persons that are accredited investors. OR
(l) The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940. OR
(m) The undersigned (a) is an organization described in Section 501(c)(3) of the Internal Revenue Code, (b) was not formed for the specific purpose of acquiring Units, and (c) has total assets in excess of $5,000,000. OR
(n) The undersigned (a) is a corporation or similar business trust, or partnership (whether a general partnership, joint venture or limited partnership), (b) was not formed for the specific purpose of acquiring Units, and (c) has total assets in excess of $5,000,000. OR
(o) The undersigned (a) is a trust, (b) has total assets in excess of $5,000,000, (c) was not formed for the specific purpose of acquiring Units and (d) the purchase by the undersigned is directed by a sophisticated person who, either alone or with his/her purchaser representative(s) (as such term is defined in Regulation D of the SEC), has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of investments in the Units.
The undersigned will undertake to inform the Company immediately if this representation and warranty becomes untrue prior to the acceptance of the Subscriber's subscription or the Offering Termination Date, whichever shall first occur. |