🟢SAFT

SAFT Agreement Submission Process

1. Download and Fill out the SAFT agreement with your accurate information, including your Full Name, Purchaser's Jurisdiction, Address, Contribution size, and Wallet Address.

The investment price will be determined based on the size of your contribution.

2. Submit your Filled SAFT

Once you have completed the SAFT, send it to us at [e-mail].

3. Our Signing Process

We will review your submitted SAFT and, upon verification, sign it on our end.

4. Receive Your Signed SAFT

After our signature, we will send you the signed SAFT agreement for your records.

5. Counter-Signing by You

You will then need to counter-sign the SAFT agreement. This step ensures mutual acknowledgment and acceptance of the agreed terms.

6. Final Confirmation

Once you've signed the SAFT, please return it to us for final confirmation.

Feel free to reach out to us at [e-mail] if you have any questions or require assistance during this process.

We look forward to having you join our community of valued token holders and contributors!

SIA "Digital Tech"

Simple Agreement for Future Tokens

(“SAFT”) [DATE]

THIS SAFT CERTIFIES THAT in exchange for the payment by __________[Purchaser’s Name]_________, a corporation duly organized and existing under and by the laws of ____[Purchaser’s Jurisdiction]____ with a registered address at ________________[Purchaser’s Address]___________________ (including any of its Affiliates, heirs and assigns, the (“Purchaser”) in the total consideration amount of __________________ (__________) USDT, to SIA "Digital Tech", a company registered in the Republic of Latvia, with registration number 40003931462 and its registered address at Rīga, Rupniecibas Street 54, LV-1045, the (SIA "Digital Tech"), the Company hereby issues to the Purchaser the right to obtain DITEX Tokens (“DITEX”, with Total Token Supply: 1,000,000,000) on the terms set forth below. DITEX contract address: 0x8F2b1536aa674c918725b8d0DEDdDA46BdDC2260

(Each Party shall be singly referred to as the “Party” and collectively as “Parties”)

1. Sale of Future Utility Tokens (Private Round)

In consideration of the Purchaser’s contributions mentioned above to the Project, the Company will issue _________________ (_______________) newly minted DITEX Tokens in favor of the Purchaser at a price of _____ USDT per DITEX Token (“Total Granted DITEX Tokens”).

The full performance by the Company of the obligations of the Company under this SAFT and upon full acceptance of the Purchaser will duly discharge the Company from its obligations to the Purchaser, except if the Company fails to launch the tokens in as section 1.a, breach its performance in terms of this SAFT, and if the Company fails or aborted the scheduled Token Launch.

In connection with the issuance of DITEX tokens by the Company to the Purchaser pursuant to this Section the Purchaser hereby acknowledges to have full understanding of the following terms:

a. Lock-Up/Vesting – The DITEX Tokens shall be subject to a Lock-Up/Vesting period as described hereinafter:

The Company shall unlock 10% of the Total Granted DITEX Tokens (“Initial Release”) on the date and time on which the newly minted DITEX Tokens are listed on any (centralized or decentralized) crypto exchange or any other marketplace that enables the trade of the newly minted DITEX Tokens (“16th of October”).

The remaining 90% of the Total Granted DITEX Tokens will be subjected to a cliff (lock-up) period of zero (36) months after which the remaining Total Granted DITEX Tokens (“Vested Tokens”) will be unlocked linear pro rota per block for a consecutive period of thirty six (36) months. The First Unlock Date constitutes the starting point of the cliff (lock-up) period.

b. Token Delivery – The initial release of the Total Granted DITEX Tokens will be delivered to the Purchaser and the vested Tokens can only be claimed* by the Purchaser in accordance with 1.a through the following wallet address: _________________[Purchaser’s Wallet Address]_____________________________

* Self claim portal: https://www.uncx.network/

c. Payment Delivery – The Purchaser is obligated to deliver the payment of _____________ USDT within seventy-two (72) hours after duly signing this SAFT by the Parties, where the last signature constitutes the start of this seventy-two-hour period. The Purchase Amount in USDT needs to be delivered from the following wallet address on BSC or Polygon network:

__________________________________________

Company`s Wallet Address

0x7D9146203e5018A5bdB21d2949916bceFf05dd0a Alternatively, payment can be made by SEPA transfer in EURO to the following bank account: Beneficiary Name: SIA Digital Tech IBAN: LV17HABA0551017061332 Bank Name: Swedbank AS Bank Address: Balasta dambis 1a, Riga, LV-1048, Latvia SWIFT/BIC: HABALV22 d. The Purchaser is obligated to deliver a confirmation of the transfer of funds to the Company within twenty-four (24) hours after the transfer of funds is deducted from its wallet address. Such a confirmation will be sent to the following mail address: __________[Purchaser's Email Address]___________

e. In addition to the obligations stated under (c) and (d) the Purchaser is obligated to deliver all the necessary identification documents which will allow the Company to fulfill its KYC- compliance obligations, such but not limited to identity cards, UBO statement and any other requirements under the applicable anti-money laundering regulations. If for any (legal) reason the Company determines that there are suspicions of money laundering activities or ties with the funding of terrorism, the Company will notify the Purchaser within a reasonable amount of time and will refund the Purchase Amount in USDT to the Purchaser within seventy-two (72) hours after the Company has notified the Purchaser of these issues. The competence to evaluate the aforementioned issues will be at the sole discretion of the Company without any right to appeal for the Purchaser. Such notification will be made using email and will be sent to the following mail address: [e-mail], where the timestamp on the email will be considered the starting point of this seventy-two-hour period. The Purchase Amount in USDT will be refunded to the Purchaser on the same wallet address as from which the Purchaser has originally sent the Purchase Amount in USDT, unless the Purchaser notifies the Company within twenty-four (24) hours after receiving the aforementioned notification from the Company to make a refund to another wallet address. The Purchaser acknowledges the fact that the Company may be legally obligated to disclose this information to the competent authorities if any of the aforementioned issues has been determined and that this SAFT will be rendered invalid.

1. Definitions

“Affiliate” means, with respect to any Person, any individual, partnership, corporation, trust or other entity that directly or indirectly controls, or is controlled by, or is under common control with, such Person, where control means the direct or indirect ownership of more than fifty percent (50%) of the outstanding shares or other ownership interests having ordinary voting power to elect directors or the equivalent. For the avoidance of doubt, (i) Affiliate of any Person that is an investment fund or account (or a subsidiary of any such investment fund or account) shall include each other investment fund or account (or a subsidiary of any such other investment fund or account) managed by the same fund manager, and (ii) Affiliate of any Person that is an individual shall include the spouse, offspring, and parents of such individual.

“Person” means any natural person, firm, partnership, Company, corporation, company, trust, public body or government or other entity of any kind or nature.

“Project” means the development through fundraising efforts of Ditex Ecosystem as described in the White Paper available at https://ditextoken.gitbook.io/ditex/whitepaper with a social purpose defined by project teams for charity, social good, sustainability goals or similar reasons which are not for pursuing any commercial goals or profits.

“SAFT” means an instrument containing a future right to Utility Tokens, similar in form and content to this instrument, purchased by future members for the purpose of funding the Company’s business operations. References to “this SAFT” mean this specific instrument.

“Token” means the type of utility token native to the Project which is a digital unit resulting from the records in blockchain or other type of distributed ledger.

“Tokenization” refers to a process of issue of tokens.

1. Termination

This SAFT will expire and terminate (without relieving the Company or Purchaser of any obligations arising from a prior breach of or non-compliance with this SAFT) upon the delivery of Total Granted DITEX Tokens issued to the Purchaser pursuant to Section 1.

In the event of termination of this SAFT at any stage contemplated herein, cancellation of token launch, or any unreasonable termination by the Company, and/or termination for a material breach by the Company, The Purchaser shall be entitled to a 100% refund of the Purchase Price.

1. Confidentiality

a. Each Party acknowledges that in connection with this SAFT, such Party may have access to Proprietary Information (as defined below). Each Party agrees that, for five (5) years after duly signing of this SAFT by the Parties hereto, it will not (i) use any Proprietary Information, except if the Party to which it belongs agrees to disclose this Proprietary Information on a case-by-case basis, or (ii) disclose to others any Proprietary Information, except to such extent as may be necessary in connection with this SAFT. In addition, the Purchaser shall keep confidential the existence and content of this SAFT unless and until the Company publicizes the existence and/or content of this SAFT. The Purchaser will solely be entitled to disclose the same information concerning this SAFT as disclosed by the Company. However, if disclosure is required by law, in the reasoned opinion of counsel to the Purchaser, the Purchaser shall give the Company at least thirty (30) days written notice before such disclosure and shall disclose only such information as is required by law and shall work to maintain the confidential nature of such disclosure.

b. For purposes of this SAFT, “Proprietary Information” of a Party shall mean all information (whether patentable or copyrightable) owned, possessed, or used by a Party, including without limitation any trade secrets, know-how, data, processes, formulas, methods, technology, pricing, business plans, software, customers and prospective customers, partners and prospective partners, suppliers, development plans, and sales and marketing information. A Party’s obligations under this Section shall not apply to any information that:

(i) is or becomes known to the public under circumstances involving no breach by the other Party of the terms of this Section,

(ii) is generally disclosed to third parties by the disclosing Party without restriction on such third parties, or

(iii) is approved for release by written authorization of the disclosing Party.

1. No Fiduciary Duty

The Purchaser is not the agent or employee of the Company or the Company’s Affiliates or the Project and each Party hereto is independently responsible for its own actions or omissions. The Parties agree that it is not their intention to create a fiduciary relationship between themselves. Without limiting the foregoing and irrespective of the receipt of Proprietary Information, the Company acknowledges and agrees that: (i) the Purchaser has not acted, is not acting and will not act in a fiduciary or similar capacity with respect to, the Project or the Associate or the Company’s Affiliates or any other third party and neither a previous nor existing relationship between the Purchaser, the Company or the Company’s Affiliate, or the Project will be deemed to create a fiduciary relationship; and (ii) the Purchaser has not assumed and is not assuming any duties or obligations other than those expressly set out in any written agreement executed between the Parties and such duties, if any, shall be owed solely to the Project.

1. Company Representations

The Company is an Company duly organized in the Republic of Latvia, validly existing and in good standing under the laws of Republic of Latvia, and has full legal capacity, power, and authority to execute and deliver this SAFT and to perform its obligations hereunder.

a. This SAFT constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To its knowledge, the Company is at the date of this SAFT not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material debt or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.

b. The performance and consummation of the transactions contemplated by this SAFT do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material debt or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien on any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.

c. No consents or approvals are required in connection with the performance of this SAFT. To the knowledge of the Company, no qualifications or filings under applicable securities laws is necessary, and the Company makes no express or implied warranties as to any liabilities or requirements imposed on the Company by financial authorities under applicable securities regulations following the date of this SAFT, or from any consequences thereof. The Purchaser accepts and acknowledges that the Company may have to refund the Total Granted DITEX Tokens to the Purchaser at any point should it be required under applicable law or due to a significant change in the Company’s legal position concerning securities regulations or otherwise.

d. To the best of its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes, and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

1. Purchaser Representations

a. The Purchaser declares that it will comply with and respect all the terms and restrictions relating to the purchase, use and sale of the DITEX Tokens, both the terms and conditions set out in this SAFT, and those notified to the Purchaser after the conclusion of this SAFT. The Purchaser acknowledges that it understands that various obligations and responsibilities may change during the operation of SAFT, including the terms of Lock-Up / Vesting. The Purchaser warrants that it will comply with the terms that will be notified to it after the conclusion of this SAFT, the Company may notify specific terms or changes to the terms contained in SAFT at https://ditextoken.gitbook.io/ditex/saft or by sending a notice to the Purchaser's e-mail address: ________________________.

b. The Purchaser represents and warrants:

b.i. To have full legal capacity, power, and authority to execute and deliver this SAFT and to perform its obligations hereunder. This SAFT constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity;

b.ii. Purchaser is purchasing the DITEX Tokens to contribute to the projects of the Company, for the financing and supporting of the Company´s goals, to be acquired hereunder not as an investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same;

b,iii. Purchaser has the clear intention to support Company and has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such a purchase, is able to incur a complete loss of such a financing without impairing the Purchaser’s financial condition and is able to bear the economic risk of such a support for an indefinite period of time;

b.iv. Purchaser confirms to have performed necessary investigations and due diligence of the Company and the DITEX Tokens, including any token attributes, the Company’s business plan and the Company’s White Paper. The Purchaser waives any further right to carry out commercial, technical, financial or legal due diligence following the execution of this SAFT;

b.v. Purchaser has been given an opportunity to consult with an attorney, accountant or other tax advisor with respect to this investment and all documents, records and books pertaining to this investment have been made available for inspection to such attorney, accountant or advisor and Purchaser. Purchaser and Purchaser’s attorney, accountant or advisor have had the opportunity to obtain any additional information requested regarding Company, or necessary to verify the accuracy of the contents of the SAFT, and to confer with a person authorized to act on behalf of Company concerning Company, the terms and conditions of the SAFT and any additional information requested which was supplied to Purchaser or Purchaser’s attorney, accountant or advisor, and all such questions, if any, have been answered to the full satisfaction of Purchaser;

b.vi. In the event if the Purchaser may be considered a “U.S. Person” under the U.S. Securities Act, Purchaser warrants that it is an accredited investor, as such term is defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933 (as amended, the “Securities Act”), insofar as Purchaser meets the criteria of one or more of the categories set forth in Exhibit A attached to this SAFT;

b.vii. Purchaser is aware of and agrees that: (i) the DITEX Tokens are a speculative investment and involve a high degree of risk of loss of the entire investment; (ii) while we expect that the DITEX Tokens will entitle token holders to vote on certain matters applicable to the management of the decentralized platform and marketplace associated with the DITEX Tokens, they do not include voting rights or any other rights to participate in the management or administration of the minting entity Company or any of its affiliates; (iii) there may be restrictions on the transferability of the DITEX Tokens in certain jurisdictions due to local legislation, and Purchaser must bear the economic risk of an investment in the DITEX Tokens for an indefinite period of time; (iii) the DITEX Tokens have not been, and will not be, registered under the U.S. Securities Act and, therefore, cannot be sold to U.S. persons unless an exemption from such registration is available; (iv) if requested by Company, any proposed transfer to U.S. persons shall be supported by a legal opinion satisfactory to Company, stating that such transfer will not violate the U.S. Securities Act, the Securities Exchange Act of 1934, any applicable state securities laws, or require registration under any such laws; and (v) Purchaser has no right to compel registration under the Securities Act and Company has no present intention of registering the DITEX Tokens under the U.S. Securities Act or to take the action required to make Rule 144 under the U.S. Securities Act available for resale of the DITEX Tokens in the United States;

b.viii. Purchaser has been advised that the SAFT has not been approved for trading by the U.S. Commodity Futures Trading Commission (the “CFTC”). Purchaser represents that it is not purchasing the SAFT on the basis that it is a contract of sale of a commodity for future delivery (or option on such a contract), a swap or any other instrument subject to the Commodity Exchange Act of 1936 (as amended, the “CEA”);

b.ix. Purchaser is purchasing the SAFT for its, his or her own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same;

b.x. Purchaser has not relied on any representations or warranties made by Company outside of the SAFT, including, but not limited to, conversations of any kind, whether through oral or electronic communication. Purchaser represents that it has adequate information on which to base its decision to purchase the DITEX Tokens through the SAFT;

b.xi. Purchaser understands that no federal or state agency or any other governmental authority has passed on or made any recommendation or endorsement of the SAFT or the DITEX Tokens or the fairness or suitability of this investment, nor has any governmental authority passed upon or endorsed the merits of this offering;

b.xii. Purchaser understands that Purchaser bears sole responsibility for any taxes as a result of the matters and transactions that are the subject of the SAFT, and any future acquisition, ownership, use, sale or other disposition of the DITEX Tokens held by Purchaser;

b.xiii. Purchaser is not (i) a citizen or resident of a geographic area in which use of cryptographic tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, that is identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List;

b.xiv. The funds used for the Purchase are not derived from any activity that violates any laws in any relevant jurisdiction. Purchaser will not use the DITEX Tokens in connection with any activity that violates applicable laws in any relevant jurisdiction;

b.xv. Purchaser understands that Company has made no assurances that the DITEX Tokens will trade on any cryptocurrency exchange, that the DITEX Tokens will ever trade on such exchanges within the U.S., that U.S citizens or residents will have the ability to trade the DITEX Tokens on such exchanges or other trading venues or that if the DITEX Tokens ever trade on any cryptocurrency exchanges or other trading venues, that there will be sufficient liquidity to support a market with respect to the DITEX Tokens;

b.xvi. The foregoing representations and warranties set forth shall be true and accurate as of the date hereof and as of the date of Initial Release, and shall survive delivery and receipt of Total Granted DITEX Tokens.

c. The Purchaser shall not, at any time, resell, transfer, gift or otherwise convey the DITEX Tokens or any right under the SAFT, directly or indirectly, to any person who falls within the definition of “U.S. Person” under the Securities Act.

d. Subject to the terms of Section 7.c, Purchaser shall hold and abstain from reselling, transferring or otherwise disposing of the DITEX Tokens for the lock-up period set forth in the SAFT.

e. Purchaser acknowledges that it may be necessary or advisable under applicable law for Company to require certain lockups, delayed release rules, or other features to apply to the DITEX Tokens upon delivery to Purchaser. Such features may be different from or in addition to the terms applicable to other purchasers of other series of SAFTs. Any distribution of the DITEX Tokens by Company to Purchaser shall be subject to these additional features and requirements as deemed necessary or advisable in the sole and absolute discretion of Company.

f. Purchaser shall defend, indemnify and hold harmless Company and its affiliates and their respective officers, directors, managers, members, employees, agents, advisors, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees) arising out of, relating to or resulting from Purchaser’s breach of any representation, warranty, covenant, agreement or obligation under this SAFT. Company may set off any amount for which it may seek indemnification pursuant to this Section against the DITEX Tokens owed to the Purchaser under the SAFT.

1. Miscellaneous

a. This SAFT may not be amended, waived, or modified without the written consent of the Parties.

b. Any notice required or permitted by this SAFT will be deemed sufficient when sent by email to the relevant address listed on the signature page.

c. Neither this SAFT nor the rights in this SAFT are transferable or assignable, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that this SAFT and/or its rights may be assigned without the Company’s consent by the Purchaser to any Affiliate of the Purchaser; and provided, further, that the Company may assign this SAFT in whole, without the consent of the Purchaser, in connection with a reincorporation, corporate restructuring or to any Affiliate as the case may be.

d. Each Party is solely responsible for its own tax treatment of this SAFT. The Purchaser shall bear its own risk of any taxes from its purchase, use and ownership of the DITEX Tokens. Under no circumstances shall the Company be responsible for the Purchaser’s tax treatment of this SAFT, the DITEX Tokens or any other related agreement between the Parties, whether direct or indirect taxes. The Purchaser is solely liable for any Value Added Tax and other indirect taxes related to this SAFT, if applicable.

e. Each Party carries its own costs and expenses incurred in connection with this SAFT.

f. In the event any one or more of the provisions of this SAFT is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this SAFT operate or would prospectively operate to invalidate this SAFT, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this SAFT and the remaining provisions of this SAFT will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

g. This SAFT may be executed in counterparts, each of which is a (duplicate) original and all of which together evidence the same SAFT.

h. This SAFT and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Republic of Latvia and shall exclusively settled by the courts of Republic of Latvia.

IN WITNESS WHEREOF, the Parties have executed and delivered this SAFT effective as of the date first above written (unless this SAFT on a later date as stated in the signature box where the last signature will be considered the exact time on which this SAFT has entered effect). This SAFT is made in the Republic of Latvia on the aforementioned date and written in three original (digitally signed) copies, one for each Party and one for the Company file.

SIGNED BY:

COMPANY NAME SIA "Digital Tech" Name: Vilnis Priedītis Title: CEO, Founder Signature:__________________	“The Purchaser” Name: ______________ Title: _______________ Signature:__________________

EXHIBIT A

Definition of “Accredited Investor”

Purchaser is one or more of the following:

(a.i.) A bank as defined in section 3(a)(2) of the Act, or any savings and loan Company or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; an investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; an 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; 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; a Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; a plan established and maintained by a state, its political subdivisions, or an 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; an 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 Company, 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;

(a.ii.) A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(a.iii.) An organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(a.iv.) A director, executive officer, or general partner of the issuer of the securities being offered or sold, or a director, executive officer, or general partner of a general partner of that issuer;

(a.v.) A natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $1,000,000;

(a.vi.) A 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 or spousal equivalent 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;

(a.vii.) A 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);

(a.viii.) An entity in which all of the equity owners are accredited investors.

(a.ix.) An entity, of a type not listed in paragraph (i), (ii), (iii), (vii), or (viii) above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

(a.x.) A natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. Currently, the Commission designates only the General Securities Representative license (Series 7), the Private Securities Offering Representative license (Series 82) and the Licensed Investment Adviser Representative (Series 65) as qualifying credentials.

(a.xi.) A natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(a.xii.) A “family office”, as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

a.xii.1. With assets under management in excess of $5,000,000,

a.xii.2. That is not formed for the specific purpose of acquiring the securities offered, and

a.xii.3. Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(a.xiii.) A “family client”, as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (l) above and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (l)(iii) above.

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