[1] Each investor in the Company must be a person who is, or may properly be treated as, a “qualified participant” for the purposes of the IFA 2006, as amended. A “qualified participant” is (i) a “high income private investor,” (ii) a “high net worth private investor,” (iii) a “sophisticated private investor,” (iv) a body corporate that has total assets of not less than $5,000,000 (where such assets are held solely by the body corporate or held partly by the body corporate and partly by one or more members of a group of which it is a member); (v) an unincorporated association, partnership or trust that has total assets of not less than $5,000,000 (where such assets are held solely by such association, partnership or trust or held partly by it and partly by one or more members of a group of which it is a member); (vi) a body corporate in which all shareholders fall within one or more of the classes of persons in paragraphs (i) to (v); (vii) a partnership in which all members fall within one or more of the classes of persons in paragraphs (i) to (v); (viii) a trust in which all the beneficiaries fall within one or more of the classes of persons in paragraphs (i) to (v); and (ix) limited liability companies, all of whose members fall within one or more of the classes of persons in paragraphs (i) to (v).

A “sophisticated private investor” is defined in the IFA 2006 as an individual who has such knowledge of, and experience in, financial and business matters as would enable him to properly evaluate the merits and risks of the prospective purchase of investments. A “high net worth private investor” means an individual whose net worth or joint net worth with that person’s spouse in the year in which he purchases an investment exceeds $1,000,000 and “net worth” means the excess of total assets at fair market value over total liabilities and a “high income private investor” means an individual who has had a personal income in excess of $200,000 in each of the two years preceding the current year or has had a 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; and “current year” means the year in which he purchases an investment.