Accredited Investor; No Public Distribution Intent. The Purchaser is:

Accredited Investor. Employee understands that the Company’s obligations under this Agreement have not been registered under the Securities Exchange Act of 1933, as amended (the “Securities Act”), or any state securities laws. Employee is an “accredited investor” as defined in Regulation D under the Securities Act, and has such knowledge and experience in financial and business matters that he is able to evaluate the risks and benefits of this Agreement. There has been direct communication and negotiation between the Company and Employee with respect to this Agreement. The Company has made available to Employee information regarding the business of the Company and the risks inherent therein, and Employee has had the opportunity to ask questions of, and receive responses from, the Company regarding such matters and the terms and conditions of this Agreement.

Accredited Investor. Such Investor is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, as presently in effect.

Accredited Investor. Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of [Section 4(a)(2)] thereof. Accordingly, each party represents to the other that # it has the financial ability to bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, # it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and # the disposition of each Transaction is restricted under this Master Confirmation, the Securities Act and state securities laws.

Accredited Investor. Such Sangre Member is an “accredited investor” as defined in Regulation D promulgated under the Securities Act.

The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act as a natural person who had individual income in excess of $200,000, or joint income with that person’s spouse in excess of $300,000, in each of the last two years and reasonably expects to reach the same income level in the current year, or whose net worth, either individually or jointly with such person’s spouse, at the time of his or her purchase, exceeds $1,000,000​.

Accredited Investor Status. The Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended, as modified by Section 413(a) of the Dodd-Frank Act which deletes from the calculation of net worth the “value of the primary residence” of the investor. The Purchaser is an “accredited investor” and has a net worth, not including the value of his primary residence, in excess of $1,000,000.

No Public Sale or Distribution. The Holder is acquiring its Note, and upon conversion of its Note will acquire the Conversion Shares (together with the Note, the “Securities”) issuable upon conversion thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the Act. The Holder does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities in violation of applicable securities laws.

No Public Sale or Distribution. Such Buyer # is acquiring its Common Shares and Warrants, and # upon exercise of its Warrants (other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity (as defined below) or any department or agency thereof.

Intent. The intent of Paragraphs 16(f) and 16(g) herein is for the income tax benefit arising from a retroactive repeal of the tax on CIAC and Advances to flow to the Buyer in its entirety.