(Regulation D adopted pursuant to the Securities Act of 1933)
An Accredited Investor is legally defined as:
a. An individual whose individual net worth, or joint net worth with that individual's spouse, at the time of his/her purchase exceeds $1,000,000 (excluding the value of homes, home furnishings and personal automobiles);
b. An individual who had an individual income in excess of $200,000 in 2010 and 2011 or joint income with that individual's spouse in excess of $300,000 in each of those years and who reasonably expects to reach the same income level in 2013. For purposes of this offering, individual income shall equal adjusted gross income, as reported in the investor's federal income tax return, less any income attributable to a spouse or to property owned by the spouse, and as may be further adjusted in accordance with the rules, regulations, and releases of the Commission;
c. A bank as defined in Section 3(a)(2) of the Act, or a 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; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 (the "1940 Act") or a business development company as defined in Section 2(a)(48) of the 1940 Act; a 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; or an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, 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;
d. A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
e. An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, or similar business trust, or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;
f. An individual who is a director, executive officer, or general partner of TBG Holdings, an entity in which all of the equity owners are Accredited Investors as defined above.