Catalyst's investments are limited to persons who are “accredited investors.” An “accredited investor” is:

• a bank, savings and loan association, insurance company, registered investment company, business development company, or small business investment company or rural business investment company

• an SEC-registered broker-dealer, SEC- or state-registered investment adviser, or exempt reporting adviser

• a plan established and maintained by a state, its political subdivisions, or any 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 million

• an employee benefit plan (within the meaning of the Employee Retirement Income Security Act) if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million

• a tax exempt charitable organization, corporation, limited liability corporation, or partnership with assets in excess of $5 million

• a director, executive officer, or general partner of the company selling the securities, or any director, executive officer, or general partner of a general partner of that company

• an enterprise in which all the equity owners are accredited investors

• an individual with a net worth or joint net worth with a spouse or spousal equivalent of at least $1 million, not including the value of his or her primary residence

• an individual with income exceeding $200,000 in each of the two most recent calendar years or joint income with a spouse or spousal equivalent exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year or

• a trust with assets exceeding $5 million, not formed only to acquire the securities offered, and whose purchases are directed by a person who meets the legal standard of having sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment

• an entity of a type not otherwise qualifying as accredited that own investments in excess of $5 million

• an individual holding in good standing any of the general securities representative license (Series 7), the investment adviser representative license (Series 65), or the private securities offerings representative license (Series 82)

• a knowledgeable employee, as defined in rule 3c-5(a)(4) under the Investment Company Act, of the issuer of securities where that issuer is a 3(c)(1) or 3(c)(7) private fund or

• a family office and its family clients if the family office has assets under management in excess of $5 million and whose prospective investments are 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