An "accredited" investor as defined in Rule 501 of Regulation D promulgated under the Securities Act:

• A natural person whose individual net worth, or joint net worth with his or her spouse, exceeds $1,000,000 (excluding the value of the Subscriber's personal residence);
• 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 his or her 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;
• An entity in which all of the equity owners are accredited investors;
• A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D;
• A corporation, Massachusetts or similar business trust, an organization descried in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;