Qualified Purchaser Status

The Investor hereby certifies that it is a qualified purchaser because:

  1. I am an individual owning not less than $5m in investments.
    Note: An investor which is an entity with beneficial owners may satisfy C5) instead of C2), C3), or C4). However, irrevocable trusts cannot satisfy C5).
  2. It is a family corporation, trust, foundation, endowment or partnership: a) not formed for the specific purpose of investing in the securities offered; b) owns not less than $5m in investments; and c) is owned directly or indirectly by or for: i) two or more natural persons who are related as: A) siblings or spouse (including former spouses), or B) direct lineal descendants by birth or adoption; ii) spouses of such persons; iii) the estates of such persons; or iv) foundations, charitable organizations or trusts established by or for the benefit of such persons.
  3. It is a trust not formed for the purpose of investing in the securities offered; and the trustee or other authorized person making decisions with respect to the trust, and each settler or other person who has contributed assets to the trust, is a person as described in items C1), C2) or C4) of this section.
    Note:  In determining whether the $5m or $25m thresholds are met in C4) and C5), investments can be valued at cost or fair market value as of a recent date.  If investments have been acquired with indebtedness, the amount of indebtedness must be deducted to determine whether threshold has been met.
  4. It is an entity not formed for the purpose of investing in the securities offered, acting for its own account or the accounts of other qualified purchasers, which in the aggregate owns and invests on a discretionary basis, not less than $25m.
  5. It is an entity with beneficial owners, in which each beneficial owner is a “qualified purchaser.” Further information may be requested regarding the basis on which such beneficial owners are accredited.
    Plus, for all Investors other than individuals:
    ​Note: Investors that satisfied C2) or C3) may satisfy B9) instead of B8). If Investor has satisfied B7) or B8), it must also satisfy C10). If the Investor cannot satisfy C10) because it has a control relationship with a beneficial owner that is itself a 3(c)(1)/3(c)(7) company, the Investor may be required to obtain consent from the security holders of such beneficial owner.
  6. It is not an entity excepted from the definition of an “investment company” under the Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof; or,
  7. It is a 3(c)(1)/(3)(c)(7) company which has no direct “beneficial owners” that have held an interest in the Investor from on or before April 30, 1996 (a “Pre-April 30 Holder”); or,
  8. It is a 3(c)(1)/(3)(c)(7) company which has obtained consent to its treatment as a qualified purchaser from all of its Pre-April 30 Holders; or,
  9. It is a 3(c)(1)/(3)(c)(7) company which has obtained consent to its treatment as a qualified purchaser from all of its trustees, directors or general partners.
  10. No direct or indirect beneficial owner of the Investor is itself a 3(c)(1)/3(c)(7) company which controls, is controlled by, or is under common control with, the Investor.