Virginia Law

A. For the purpose of calculating the number of purchasers in the Commonwealth under § 13.1-514 B 7 b of the Act, the following persons are excluded:

1. A relative, spouse, or relative of the spouse of a purchaser, who has the same principal residence as the purchaser;

2. A trust or estate in which a purchaser and any of the persons related to the purchaser as specified in subdivision 1 or 3 of this subsection collectively are beneficial owners of more than 50% of the interests, excluding contingent interests;

3. A corporation, limited liability company, partnership, or other entity of which a purchaser and any of the persons related to the purchaser as specified in subdivision 1 or 2 of this subsection collectively are beneficial owners of more than 50% of the equity interests (excluding directors' qualifying shares); and

4. A person who comes within one of the categories of an "accredited investor" in Rule 501(a) of Regulation D (17 CFR 230.501-230.508) adopted by the SEC under the Securities Act of 1933.

B. A corporation, partnership, limited liability company, unincorporated association or trust is considered one purchaser unless it was organized to raise capital for the issuer.

C. If a purchaser that is a corporation, partnership, limited liability company, unincorporated association or trust was organized to raise capital for the issuer and is not an "accredited investor" under Rule 501(a)(8) of Regulation D (17 CFR 230.501 through 230.508), then each beneficial owner of an equity interest in the corporation, partnership, limited liability company, unincorporated association or trust is considered a separate purchaser.

D. A noncontributory employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 is considered one purchaser if the plan's trustee makes all investment decisions for the plan.