Qualified Investor (משקיע כשיר):

 

Based on the below, I am considered as an “Qualified Investor” under the Israeli Securities Law – 1968:

 

I comply with at least ONE of the following legal requirements:

 

1. a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in Trust, 5754-1994, or a management company of such a fund.

2. a provident fund or management company as defined in the Law of Oversight of Financial Services (Provident Funds), 5765-2005.

3. an insurer, as defined in the Law for Oversight of Insurance, 5741-1981.

4. a banking entity or satellite entity, as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint services company.

5. a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995

6. a company that is licensed as an investment advisor or investment marketer, as such terms are defined in Section 7(c) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995.

7. a company that is a member of the Tel Aviv Stock Exchange.

8. an underwriter fulfilling the conditions of Section 56(c) of the Israeli Securities Law, 5728-1968 (the “Israeli Securities Law”).

9. a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk).

10. an entity in which all of the equity owners meet one or more of the above criteria.

11. an entity, not formed for the purpose of this investment, with book equity exceeding NIS 50 million.

12. an individual who meets one of the following conditions:

• The aggregate value of my Liquid Assets is no less than NIS 8.37 million;

• The amount of my income in each of the previous two years is no less than NIS 1.26 million, or the amount of income of my Family Unit is no less than NIS 1.89 million; or

• The aggregate value of my Liquid Assets is no less than NIS 5.28 million and the amount of my income in each of the previous two years is no less than NIS 628,000, or the amount of income of my Family Unit is no less than NIS 941,000. 

 

“Family Unit” means me and my family members who live with me or are financially dependent on each another and “Liquid Assets” mean cash, deposits, financial assets and securities listed for trade on the stock exchange.

 

 

Qualified Purchaser:

 

Based on the below, I am considered as an “Qualified Purchaser” under Section 2(a)(51) of the Investment Company Act of 1940:

 

I comply with at least ONE of the following legal requirements:

 

1. A natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under Section (3)(c)(7) of the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), with that person’s Qualified Purchaser spouse) who owns not less than $5,000,000 in investments, as defined by the SEC;

2. A company that owns not less than $5,000,000 in investments, that was not formed for the specific purpose of acquiring the securities offered, and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons;

3. A trust that is not covered by Item 2 of this Paragraph A and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed to the trust, is a Qualified Purchaser;

4. A person, acting for its own account or the accounts of other Qualified Purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments and that was not formed for the specific purpose of acquiring the securities offered; or

5. An entity that is not a trust and that is beneficially owned exclusively by Qualified Purchasers, even if such entity was formed for the specific purpose of acquiring the securities offered.