Restricted Person. The following categories of investors are deemed “Restricted Persons”: 1. A FINRA member firm or other broker-dealer. 2. An officer, director, general partner, Associated Person or Employee of a FINRA Member Firm or any other broker-dealer (other than a Limited Business Broker-Dealer). 3. An agent of a FINRA member firm or any other broker-dealer (other than a Limited Business Broker- Dealer) that is engaged in the investment banking or securities business. 4. A person who has authority to buy or sell securities for a bank, savings and loan association, insurance company, investment company, investment adviser (whether or not registered as an investment adviser) or Collective Investment Account. 5. A person listed, or required to be listed, on one of the following schedules to Form BD as filed, or required to be filed, with the SEC by a broker-dealer (other than with respect to a limited broker-dealer): (i) Schedule A, unless the person is identified by an ownership code of less than 10%; (ii) Schedule B, unless the person’s listing on Schedule B relates to an ownership interest in a person that is listed on Schedule A and identified by an ownership code of less than 10%; or (iii) Schedule C, unless the person would be excluded under the percentage ownership criteria for Schedule A or B above. 6. A person that directly or indirectly owns an interest, in the amounts specified below, of a public reporting company listed, or required to be listed, on Schedule A or B of Form BD relating to a broker-dealer (other than a Limited Business Broker-Dealer), unless the public reporting company is listed on a national securities exchange or is traded on the Nasdaq National Market: (i) 10% or more of a public reporting company listed, or required to be listed, on Schedule A; or (ii) 25% or more of a public reporting company listed, or required to be listed, on Schedule B. 7. A person acting: (i) as a Finder in connection with any New Issue in which the person is participating or
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Sources: Subscription Agreement, Subscription Agreement