Who May Invest:

A subscription agreement for Units (The “Subscription Agreement”) will be accepted only from subscribers who are “accredited investors”. The Manager may accept or reject any investor’s subscription in its sole discretion. The term “Accredited Investor” includes any of the following persons:

1. Any natural person whose net worth, or joint net worth with that person’s spouse, at the time of the purchase is at least $1,000,000 (excluding the net value of the

natural person’s primary residence).

2. Any natural person who had 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.

3. Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, partnership, business trust or other entity if it has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring Units in the Offering.

4. Any limited liability companies in which the equity owners are all “Accredited Investors”. Prospective Investor Representations will be required to make certain representations concerning the subscriber’s suitability for investing in the Company.

Note: The Manager may require independent verification of the accuracy of the information and representations provided by subscribers in order to assure compliance with applicable federal and state securities laws. 

Note: The Manager will have sole discretion regarding acceptance of any subscribers into the Company.