If you are interested in investing, please read the text from Reg D of the Securities Act below about the requirements for being an accredited investor. Then complete the form on this page to be granted access to all documents and information.

(a)           A natural person whose individual net worth (total assets less total liabilities), or joint net worth with his or her spouse, exceeds $1,000,000.[1]

(b)           A 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 excess of $300,000 in each of those years and who reasonably expects the same income level in the current year.  For purposes of this Subscription Agreement, the term “income” shall mean an individual’s adjusted gross income for federal income tax purposes increased by (i) any deduction for long-term capital gains under Section 1202 of the Internal Revenue Code of 1986, as amended (“Code”), (ii) any deduction for depletion under Section 611 et seq. of the Code, (iii) any exclusion for interest under Section 103 of the Code, and (iv) any losses of a partnership allocated to the individual partner as reported on Schedule E of Form 1040 (or any successor report).

(c)           A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring an interest in the Company, whose investment in the Company is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in the Company.

(d)           Any bank as defined in Section 3(a)(2) of the Securities Act or savings and loan association or other institution defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940, as amended or a business development company as defined in Section 2(a)(48) of that Securities 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.

(e)           Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.

(f)            Any organization described in Section 501(c)(3) of the Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring an interest in the Company, with total assets in excess of $5,000,000.

(g)           An entity all of whose equity owners are accredited investors (as above described).

(h)           Any director or executive officer of the Company.

(i)            An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Securities 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 excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are persons or entities above described.

[1]  When determining net worth, the value of the investor’s primary residence must be excluded, and the related amount of indebtedness secured by the primary residence up to its fair market value may also be excluded. However, indebtedness (i) secured by the residence in excess of the value of the home and (ii) obtained with the past 60 days for a purpose other than acquiring the primary residence should be considered a liability and deducted from the investor’s net worth.

 

 

    I certify I meet the qualifications of an “accredited investor” according to Reg D of the Securities Act as described above. By clicking submit you will be granted access within 24 hours to all subscription documents for review and completion.