definiens: is defined in Rule 5 01(a ) as, among other things : ( 1 ) Any organization described in Section 5 01(c)(3 ) of the Internal Revenue Code, corporation, Massachusett s or similar business trust, or partnership, not formed for the spec ific purpose of acquiring the Shares, with total assets in excess of $ 5,000,000 ; ( 2 ) Any director or executive officer of So maxon ( or any subsidiary of [COMPANY] ) ; ( 3 ) Any natural person whose individual net worth, or joint net worth with that person 's spouse, at the time of his or her purchase exceeds $ 1,000,000 ; ( 4 ) Any natural person who had an individua l 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 rea ching the same income level in the current year ; ( 5 ) Any trust with total assets in excess o f $ 5,000,000, not formed for the specific purpose of acquiring the S hares, whose purchase is directed by a person with such knowledg e and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective inv estment ; or ( 6 ) Any entity in which all of the equity o wners are accredited investors