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LLC Agreement and under federal and state securities laws. There is no public market for the Membership Interests and none is ever likely to develop. The Interests have not been registered under the Securities Act, and the Membership Interests cannot be resold unless either they are subsequently registered under the Securities Act or an exemption from such registration is available. Transfers of Membership Interests generally will be subject to the requirement that any transferee meet the investor suitability standards set forth below. Thus, subscribers for Membership Interests should fully understand the consequences of such illiquidity and they should have the financial means sufficient to sustain them through the risks associated with a very speculative, illiquid, long-term investment. Each subscriber for Units must meet the following general investor suitability standards and will be required to represent, among other things, the following by signing the Subscription Agreement: (a) such subscriber has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Membership Interests; (b) such subscriber has an adequate means to provide for his or her current needs and personal contingencies, has no need for liquidity in this investment and has the ability to bear the substantial economic risks of this investment, including loss of the entire investment; (c) such subscriber is acquiring the Units for his or her own account for a long-term investment and not with a view towards the resale or distribution thereof and has no present intention of selling or granting any participation in, or otherwise distributing, the Membership Interests; (d) such subscriber has read and understands this Private Placement Memorandum and all accompanying Exhibits; and (e) such subscriber is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act or has a preexisting personal or business relationship with the principals of the Managing Member. For purposes of Regulation D, the term “accredited investor” includes the following: (i) a person whose individual net worth, or joint net worth with such person's spouse, exceeds $1 million; or whose individual income for the preceding two years was in excess of $200,000 (or, jointly with such person's spouse, $300,000), and who reasonably expects to reach the same or a greater income level in the current year; (ii) a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Units, with total assets in excess of $5 million; (iii) a trust, with total assets in excess of $5 million not formed for the specific purpose of acquiring the Units, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of an investment in the Interests; (iv) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), which has total assets in excess of $5 million, or is a self-directed plan, with investment decisions made solely by persons that are accredited investors; (v) certain banks, savings and loan associations or other institutions; certain securities broker/dealers; certain insurance companies; certain investment companies; certain business development companies; certain small business investment companies; certain plans 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, with total assets in excess of $5 million, certain employee benefit plans, within the meaning of ERISA, where the investment