SECURITIES REGULATION

Investors will be required to demonstrate that they and their representatives, if any, have the requisite knowledge and experience in financial and business matters and that they are capable of evaluating the merits and risks of the prospective investment. Investors must represent to ADF Capital that they have adequate means of providing for such investor’s current needs and personal contingencies, so that they will not need to liquidate the investment in ADF Capital and that:

 

1. Either alone or with its purchaser representative, the investor has such knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of an investment; or

 

2. The investor is an “accredited investor” because:

 

a. The investor had an individual income in excess of $200,000 in each of the past two years, or joint income with the investor’s spouse in excess   of $300,000 in each of those years and reasonably expects to reach the same income level in this year.

 

 b. The investor otherwise satisfies ADF Capital that it is an Accredited Investor, as defined in Rule 501 of Regulation D, adopted pursuant to the      1933 Act.

 

Other categories of investors meeting the definition of Accredited Investor include the following: certain banks and savings and loan associations, whether acting in their individual or fiduciary capacities; federally registered brokers and dealers; certain insurance companies; federally registered investment companies; business development companies (as defined under the Investment Company Act of 1940); Small Business Investment Companies licensed under the Small Business Investment Act of 1958; certain employee benefit plans; private business development companies (as defined in the Investment Advisors Act of 1940); tax-exempt organizations as defined in section 501(c)(8) of the Internal Revenue Code), corporations, Massachusetts or similar business trusts, and partnerships and certain trusts with total assets in excess of $5,000,000; entities in which all the equity owners are accredited investors; and certain affiliates of ADF Capital.

Past returns are no guarantee of future results. All deals have risk.