Buyer is an entity which falls within one of the following categories of accredited investors set forth in Rule 501(a) of Regulation D (??Regulation D??) under the Securities Act of 1933, as amended (the ??Securities Act??): (a) A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act