definiens: as such term is defined in Rule 501 of Regulation D promulgated underthe United States Securities Act of 1933, as amended ( the ) if the Subscriber is any of the following : a ) Any bank as defined in section 3(a)(2 ) of the Act, or any savings and loan association or other institution asdefined in section 3(a)(5)(A ) of the Act whether acting in its individual or fiduciary capacity ; any broker or dealerregistered pursuant to section 15 of the Securities Exchange Act of 1934 ; any insurance company as defined insection 2(a)(13 ) of the Act ; any investment company registered under the Investment Company Act of 1940 or abusiness development company as defined in section 2(a)(48 ) of that Act ; any Small Business Investment Companylicensed by the U.S. Small Business Administration under section 301(c ) or ( d ) of the Small Business Investment Actof 1958 ; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality ofa 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 Employee Retirement Income Security Act of 1974 ifthe 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 registered investment adviser, or if the employee benefit planhas total assets in excess of $ 5,000,000 or, if a self - directed plan, with investment decisions made solely by personsthat are accredited investors ; b ) Any private business development company as defined in section 202(a)(22 ) of the Investment Advisers Act of1940 ; c ) Any organization described in section 501(c)(3 ) of the Internal Revenue Code, corporation, Massachusetts orsimilar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with totalassets in excess of $ 5,000,000 ; d ) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or anydirector, executive officer, or general partner of a general partner of that issuer ; e ) Any natural person whose individual net worth, or joint net worth with that person ’s spouse, at the time of hispurchase exceeds $ 1,000,000, exclusive of the value of such person ’s primary residence ; f ) Any natural person who had an individual income in excess of $ 200,000 in each of the two most recent years orjoint income with that person ’s spouse in excess of $ 300,000 in each of those years and has a reasonableexpectation of reaching the same income level in the current year ; g ) Any trust, with total assets in excess of $ 5,000,000, not formed for the specific purpose of acquiring thesecurities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii ) ; and 9 h ) Any entity in which all of the equity owners are accredited investors