Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: 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 excluding the value of a primary residence 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 excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year excluding the value of a primary residence An individual that has a recognized level of knowledge or experience in financial and business matters that demonstrates a capability to evaluate the merits and risks of the investment and can demonstrate and describe their qualifications. Generally, each Regulation D, Rule 506 offering is limited to 35 sophisticated non-accredited investors. Any person who does not reside within the territories of the United States territory, must provide a non-U.S. address.

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