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**Disclaimer FOR ACCREDITED INVESTORS ONLY WRITTEN PROOF OF ACCREDITED INVESTOR STATUS MUST BE PROVIDED An accredited investor, in the context of a natural person, includes anyone who: • earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expects the same for the current year, • has a net worth over $1 million, either alone or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence), OR • holds in good standing a series 7, 65 or 82 license with a registered broker dealer. On the income test, the person must satisfy the thresholds for the three years consistently either alone or with a spouse or spousal equivalent, and cannot, for example, satisfy one year based on individual income and the next two years based on joint income with a spouse or spousal equivalent. The only exception is if a person is married within this period, in which case the person may satisfy the threshold on the basis of joint income for the years during which the person was married and on the basis of individual income for the other years. In addition, entities such as banks, partnerships, corporations, limited liability companies and nonprofits must satisfy their own accredited investor criteria. Of the entities that would be considered accredited investors and depending on your circumstances, the following may be relevant to you: • any trust, with total assets in excess of $5 million, not formed specifically to purchase the subject securities, whose purchase is directed by a “sophisticated person.” In this context, a “sophisticated person” means the person must have, or the company or private fund offering the securities reasonably believes that this person has, sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment. • Any entity in which all of the equity owners are accredited investors. Source: Investor.gov