(Updated 1 January 2023)
The securities offered on this Site may generally be purchased by all Investors, except that certain investors and/or investments may be restricted based on jurisdiction, regulatory requirements, financial status, and/or Accredited Investor status as defined by Rule 501 of Regulation D under the Securities Act of 1933 ("Regulation D"). An Accredited Investor is defined as follows:
- a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
- Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence).
- a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
- a bank, insurance company, registered investment company, business development company, or small business investment company;
- an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a director, executive officer, or general partner of the company selling the securities;
- a business in which all the equity owners are Accredited Investors; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
WE ARE ENTITLED TO RELY UPON YOUR REPRESENTION. YOU WILL IMMEDIATELY NOTIFY US OF ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION OR IF YOU DO NOT QUALIFY AS AN ACCREDITED INVESTOR FOR ANY REASON.
You acknowledge and agree that the foregoing provisions shall be automatically amended to match the definition of "Accredited Investor" pursuant to Regulation D if such definition is amended after the date hereof.