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Rule 501(a) of Regulation D under the Securities Act of 1933

CERTIFICATION OF STATUS AS ACCREDITED INVESTOR

I hereby represent and certify that I am an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, pursuant to one or more of the categories listed below, as of today’s date.  I agree to notify BIP Capital promptly of any change in the information in this certification.

  • a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act of 1933, as amended (the “Securities 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, as amended (the “Exchange Act”);

 

  • an investment adviser that is (i) registered under Section 203 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (ii) registered under the laws of a state, or (iii) exempt from registration under Section 203(l) or (m) of the Advisers Act;

 

  • an insurance company as defined in Section 2(13) of the Securities Act;

 

  • an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

 

  • a business development company as defined in Section 2(a)(48) of the Investment Company 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, as amended;

 

  • 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 any agency or instrumentality of a state of 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 Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if either:

 

  • the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser;

 

  • the employee benefit plan has total assets in excess of $5,000,000, or

 

  • the plan is a self-directed plan with investment decisions made solely by persons that are Accredited Investors;

 

  • a private business development company as defined in Section 202(a)(22) of the Advisers Act;

 

  • an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, 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 director, executive officer, or general partner of BIP Capital, or a director, executive officer, or general partner of a general partner of BIP Capital;

 

  • a natural person whose individual net worth, or joint net worth with his or her spouse or spousal equivalent exceeds $1,000,000, excluding the value of the primary residence;

 

  • a natural person who has 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 trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose acquisition of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D;

 

  • an entity in which all of the equity owners are Accredited Investors;

 

  • an entity, not listed above, that is (i) not formed for the specific purpose of acquiring the securities offered and (ii) owning investments in excess of $5,000,000;

 

  • a natural person holding, in good standing, one or more professional certifications, designations or credential from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status;

 

  • a knowledgeable employee, as defined in Rule 3c-5(a)(4) of the Investment Company Act, of BIP Capital;

 

  • a family office as defined in Rule 202(a)(11)(G)-1 under the Advisers Act and (i) has assets under management in excess of $5,000,000, (ii) was not formed for the specific purpose of acquiring the securities offered, and (iii) its 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;

 

  • a family client, as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements in the above category and its prospective investment in BIP Capital is directed by such family office.