OF SUBSCRIPTION AGREEMENT
INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN
INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT
SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET
EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE
SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
“SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT
UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE
SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING THROUGH
THE WEBSITE MAINTAINED BY THE COMPANY. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT)
ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS
AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN
CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE ACT.
INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS RELATING
TO THE OFFERING AND PRESENTED TO INVESTORS ON THE COMPANY’S WEBSITE OR PROVIDED BY THE BROKER (COLLECTIVELY, THE “OFFERING
MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING
“TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS
MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED.
EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT,
LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.
MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN
AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION
CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,”
“PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS
REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE
THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.
THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES
AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY
STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.
THE INFORMATION PRESENTED IN THE OFFERING
MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING.
RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE
OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE
INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING
MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.
Ladies and Gentlemen:
The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class A Common Stock (the
“Securities”), of Smart Decision, Inc., a Wyoming corporation (the “Company”), at a purchase price
of $0.01 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth
understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed
with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber
has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto,
and any other information required by the Subscriber to make an investment decision.
Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter
defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber
only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription
is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment
(or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations
hereunder shall terminate.
aggregate number of Securities sold for the Company shall not exceed 500,000,000 shares (the “Maximum Offering”).
The Company may accept subscriptions until the termination date given in the Offering Circular, unless otherwise extended by the
Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum
Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering,
on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the
event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is
not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which
shall remain in force and effect.
(a) Payment. The
purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature
page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement (which may be executed
and delivered electronically), along with payment for the aggregate purchase price of the Securities by ACH electronic transfer
or wire transfer to an account designated by the Company, or by any combination of such methods.
Escrow. The proceeds of this offering will not be placed into an escrow account. As there is no minimum offering, upon
the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank
account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.
and Warranties of the Company.
represents and warrants to Subscriber that the following representations and warranties are true and complete in all material
respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall
be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact.
The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s
current officers has, or at any time had, actual knowledge of such fact or other matter.
and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State
of Wyoming. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver
this Subscription Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized
to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and
of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure
to do so would not have a material adverse effect on the Company or its business.
of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement have been
duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered
against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully
paid and non-assessable.
for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions
contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have
been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription
Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its
terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution,
as limited by considerations of public policy and by federal or state securities laws.
filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof,
no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing
or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with
the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required
under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made
or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give
any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform
its obligations hereunder.
The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set
forth in “Securities Being Offered” in the Offering Circular. Except as set forth in the Offering Circular, there
are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements
of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.
statements. Complete copies of the Company’s financial statements consisting of the balance sheets of the Company given
in the Offering Circular and the related statements of income, stockholders’ equity and cash flows for the two-year period
then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular.
The Financial Statements are based on the books and records of the Company and fairly present in all material respects the financial
condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the
Company for the periods indicated.
The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to issuer”
in the Offering Circular.
There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court,
arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the
Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting,
employment or board relationship with the Company or that could otherwise materially impact the Company.
and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities
subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants,
which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing
Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute
and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action
on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements
required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription
Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance
with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict
the availability of equitable remedies.
Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant
to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained
in this Subscription Agreement.
and Continued Economic Risk. Subscriber acknowledges and agrees that there is a limited public market for the Securities and
that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment
indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration
under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of
the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire
investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has
taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.
Investor Status or Investment Limits. Subscriber represents that either:
Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber
represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber
is true and correct; or
The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts
previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income
or net worth.
represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of
the investment limits, it has sought professional advice.
Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether
or not those risks are explicitly set out in the Offering Circular. Subscriber has had such opportunity as it deems necessary
(which opportunity may have presented through online chat or commentary functions) to discuss the Company’s business, management
and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s
operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and
its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein,
no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company
or others with respect to the business or prospects of the Company or its financial condition.
The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal
valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may
be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.
Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature
Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with
the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding
Offering; No Underwriter. Subscriber understands that the offering is being conducted by the Company directly (issuer-directed)
and the Company has not engaged a selling agent such as an underwriter or placement agent.
Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code
of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction
in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the
legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable
to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and
other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities.
Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable
securities or other laws of the Subscriber’s jurisdiction.
of Representations. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination
Date of this Agreement.
Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of
Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein
shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery;
or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof;
or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:
||If to the Company, to:
||Smart Decision, Inc.|
||0000 Xxxxxxxxx Xxxxxxxxx XX, Xxxxx 000
||Xxxx Xxxxx, XX 00000
If to a
Subscriber, to Subscriber’s address as shown on the signature page hereto
or to such
other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices,
requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b)
pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity
of the person or persons or entity or entities may require.
Subscription Agreement is not transferable or assignable by Subscriber.
representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its
heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.
of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically
set forth herein or except by a writing signed by the Company and Subscriber.
(e) In the
event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be
separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.
invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction
shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction
or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction,
it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted
Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter
hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.
terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective
successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party
beneficiary rights upon any other person.
headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the
Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
(k) If any
recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional
securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription
Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.
(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
AGREEMENT SIGNATURE PAGE
desiring to purchase Class A Common Stock of Smart Decision, Inc. by executing this signature page, hereby executes, adopts and
agrees to all terms, conditions and representations of the Subscription Agreement.
number of shares of Class A Common Stock the undersigned hereby irrevocably subscribes for is:
number of Shares)
aggregate purchase price (based on a purchase price of $0.01 per Share) for the Class A Common Stock the undersigned hereby irrevocably
subscribes for is:
aggregate purchase price)
(i) The undersigned is an accredited investor (as that term is defined in Regulation D under the Securities Act because
the undersigned meets the criteria set forth in the following paragraph(s) of Appendix A attached hereto:
(ii) The amount set forth in paragraph (b) above (together with any previous investments in the Securities pursuant to
this offering) does not exceed 10% of the greater of the undersigned’s net worth or annual income.
applicable number from Appendix A)
Securities being subscribed for will be owned by, and should be recorded on the Company’s books as held in the name
|(print name of owner or joint owners)
If the Securities
are to be purchased in joint names, both Subscribers must sign:
|Name (Please Print)
||Name (Please Print)|
|Entity Name (if applicable)
|Signatory title (if applicable)
|Social Security Number/EIN
||Social Security Number|
|* * * * *
||Smart Decision, Inc.|
|This Subscription is accepted on _____________, 2018
investor includes the following categories of investor:
bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section
3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section
15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company
registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act;
any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small
Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess
of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment
decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000
or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;
natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1,000,000.
Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):
The person's primary residence shall not be included as an asset;
Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence
at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding
at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition
of the primary residence, the amount of such excess shall be included as a liability); and
Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence
at the time of the sale of securities shall be included as a liability;
Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase
of securities in accordance with a right to purchase such securities, provided that:
Such right was held by the person on July 20, 2010;
The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and
The person held securities of the same issuer, other than such right, on July 20, 2010.
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;
trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and
entity in which all of the equity owners are accredited investors.