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 in section 3(a)(5)(A ) of the Act whether acting in its individual or fiduciary capacity ; any broker or dealer registered pursuant to s ection 15 of the Securities Exchange Act of 1934 ; any insurance company as defined in section 2(13 ) of the Act ; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48 ) of t hat Act ; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c ) or ( d ) of the Small Business Investment Act of 1958 ; any plan established and maintained by a state, its political subdivisions, or any a gency 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 Employee Retirement Income Security Act of 1974 i f the 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 plan has total assets in e xcess of $ 5,000,000 or, if a self - directed plan, with investment decisions made solely 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 o rganization described in Section 501(c)(3 ) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $ 5,000,00 0 ; 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 individual net worth, or joint net worth with that person ’s spouse, at the time of his purchase exceeds $ 1,000,000 ; 6 . Any natural person who had an individual income in excess of $ 200,000 in each of the two most recent years or joint income with that person ’s spouse in exces s of $ 300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year ; 7 . Any trust, with total assets in excess of $ 5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii ) ; and 8 . Any entity in which all of the equity owners are accredited investors