Definitions

Accredited Investors

Accredited investors generally include: (i) natural persons who have a net worth, taken together with the net worth of their spouse or spousal equivalent, in excess of $1,000,000 (excluding residence, furniture and automobiles); (ii) natural persons who had individual income of more than $200,000 in each of the prior two calendar years, or joint income with their spouse or spousal equivalent in excess of $300,000 for each of those years, and who reasonably expect to reach the same income level in the current year; (iii) individuals in good standing holding Series 7, 65 or 82 licenses; (iv) investment partnerships and other entities consisting of such persons; (v) SEC and state registered investment advisers; (vi) exempt reporting advisers; (vii) rural business investment companies; and (viii) entities with assets in excess of $5,000,000.

Qualified Clients

Qualified clients generally include: (i) individuals and entities that have a net worth in excess of $2,200,000; and (ii) individuals and entities which are qualified purchasers. Qualified purchasers generally include: (i) natural persons who own $5,000,000 or more in investments; (ii) family-owned businesses that own $5,000,000 or more in investments; (iii) trusts which are sponsored and managed by qualified purchasers; (iv) entities which own and invest at least $25,000,000 in investments; and (v) entities in which each beneficial owner of the entity is a qualified purchaser.