definiens: is:1 . Any bank as defined in section 3(a)(2 ) of the Act, or any savings and loan association or other institution as defined insection 3(a)(5)(A ) of the Act whether acting in its individual or fiduciary capacity ; any broker or dealer registered pursuant tosection 15 of the Securities Exchange Act of 1934 ; any insurance company as defined in section 2(13 ) of the Act ; anyinvestment company registered under the Investment Company Act of 1940 or a business development company as defined insection 2(a)(48 ) of that Act ; any Small Business Investment Company licensed by the U.S. Small Business Administrationunder section 301(c ) or ( d ) of the Small Business Investment Act of 1958 ; any plan established and maintained by a state, itspolitical subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $ 5,000,000 ; any employee benefit plan within the meaning of the EmployeeRetirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21 ) ofsuch Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if theemployee benefit plan has total assets in excess of $ 5,000,000 or, if a self - directed plan, with investment decisions madesolely by persons that are accredited investors;2 . Any private business development company as defined in section 202(a)(22 ) of the Investment Advisers Act of 1940;3 . Any organization described in Section 501(c)(3 ) of the Internal Revenue Code, corporation, Massachusetts or similarbusiness trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excessof $ 5,000,000;4 . Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;5 . Any natural person whose net worth, either individually or jointly with such person ’s spouse, at the time of the suchperson ’s purchase, exceeds $ 1,000,000, provided that such person shall not include the value of his or her primary residenceas an asset, nor shall such person include the value of any mortgage debt securing such residence . However, if the person hasmortgage debt that is in excess of the fair market value of his or her primary residence ( also referred to as being ), and such excess mortgage debt is recourse debt, then the amount of such excess debt only shall be included as a liability whenmaking the calculation