Common use of Accredited Investor Certification Clause in Contracts

Accredited Investor Certification. The undersigned further represents and warrants as indicated below: (Please xxxx one or more of the seven following statements) £ 1. I am a natural person who had individual income of more than $200,000 in each of the most recent two years, or joint income with my spouse in excess of $300,000 in each of the most recent two years, and reasonably expect to reach that same income level for the current year. The term “income”, for purposes of this Subscription Agreement, shall be computed as follows: individual adjusted gross income, as reported (or to be reported) on a federal income tax return, increased by (1) any deduction of long-term capital gains under Section 1202 of the current Internal Revenue Code (the “Code”), (2) any deduction for depletion under Section 611 of the Code, (3) any exclusion for interest under Section 103 of the Codes and (4) any losses of a partnership as reported on Schedule E of Form 1040); £ 2. I am a natural person whose individual net worth (i.e., total assets in excess of total liabilities), or joint net worth with my spouse, will at the time of purchase of the Securities be in excess of $1,000,000; £ 3. The Investor is a trust, which trust has total assets in excess of $5,000,000, which is not formed for the specific purpose of acquiring the Securities being offered and whose purchase is directed by a sophisticated person as described in Rule 506(b)(ii) of Regulation D and who has such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of an investment in the Securities; £ 4. The Investor is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, and either (a) the investment decision will be made by a plan fiduciary, as defined in Section 3 (21) of such Act, which is either a bank, insurance company, or a registered investment adviser; or (b) the employee benefit plan has total assets in excess of $5,000,000; or (c) the employee benefit plan is a self-directed plan, within the meaning of Title I of such act, and the person directing the purchase is an Accredited Investor. * £ 5. The Investor otherwise satisfies the requirements of Section 501(a)(1), or satisfying the requirements of Section 501(a)(2) or (3) of Regulation D promulgated under the Act, which includes but is not limited to, a self-directed employee benefit plan where investment decisions are made solely by persons who are “Accredited Investors” as otherwise defined in Regulation D; £ 6. I am a Director or Executive Officer of a public company £ 7. The Investor is an entity (other than a trust) in which all of the equity owners meet the requirements of at least one of the above subparagraphs.

Accredited Investor Certification. The undersigned further represents and warrants as indicated below: (Please xxxx one or more of the seven following statements) £ 1. I am a natural person who had individual income of more than $200,000 in each of the most recent two years, or joint income with my spouse in excess of $300,000 in each of the most recent two years, and reasonably expect to reach that same income level for the current year. The term “income”, for purposes of this Subscription Agreement, shall be computed as follows: individual adjusted gross income, as reported (or to be reported) on a federal income tax return, increased by (1) any deduction of long-term capital gains under Section 1202 of the current Internal Revenue Code (the “Code”), (2) any deduction for depletion under Section 611 of the Code, (3) any exclusion for interest under Section 103 of the Codes and (4) any losses of a partnership as reported on Schedule E of Form 1040); £ 2. I am a natural person whose individual net worth (i.e., total assets in excess of total liabilities), or joint net worth with my spouse, will at the time of purchase of the Securities be in excess of $1,000,000; £ 3. The Investor is a trust, which trust has total assets in excess of $5,000,000, which is not formed for the specific purpose of acquiring the Securities being offered and whose purchase is directed by a sophisticated person as described in Rule 506(b)(ii) of Regulation D and who has such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of an investment in the Securities; £ 4. The Investor is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, and either (a) the investment decision will be made by a plan fiduciary, as defined in Section 3 (21) of such Act, which is either a bank, insurance company, or a registered investment adviser; or (b) the employee benefit plan has total assets in excess of $5,000,000; or (c) the employee benefit plan is a self-directed plan, within the meaning of Title I of such act, and the person directing the purchase is an Accredited Investor. * £ 5. The Investor otherwise satisfies the requirements of Section 501(a)(1), or satisfying the requirements of Section 501(a)(2) or (3) of Regulation D promulgated under the Act, which includes but is not limited to, a self-directed employee benefit plan where investment decisions are made solely by persons who are “Accredited Investors” as otherwise defined in Regulation D; £ 6. I am a Director or Executive Officer of a public company £ 7. The Investor is an entity (other than a trust) in which all of the equity owners meet the requirements of at least one of the above subparagraphs.