Accredited Investor Status. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

Accredited Investor Status. Such Stock Payee is an “Accredited Investor”, as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act.

Accredited Investor. The Warrant Holder hereby represents and warrants that # it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, # it has such knowledge and experience in financial affairs that it is capable of evaluating the merits and risks of an investment in shares of Buyer Common Stock to be acquired by such Seller pursuant to the Purchase Agreement, # with respect to the shares of Buyer Common Stock to be acquired by pursuant to the Purchase Agreement, is not an “underwriter” within the meaning of Section 2(11) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and # it is acquiring such shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

Accredited Investor. Such Seller is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

Accredited Investor. Contributor and each of its members is an Accredited Investor (as such term is defined in Rule 50l(a) of Regulation D under the Securities Act of 1933, as amended), and has such knowledge and experience in financial and business matters and that it is capable of evaluating the merits and risks of the prospective investment in the Partnership Units.

Accredited Investor. Such Investor is an “accredited investor” within the meaning of Rule 501 under the 1933 Act and has executed and delivered to the Company a questionnaire in substantially the form attached hereto as Exhibit C (the “Investor Questionnaire”), which such Investor represents and warrants is true, correct and complete. Such investor is a sophisticated institutional investor with sufficient knowledge and experience in investing in private equity transactions to properly evaluate the risks and merits of its purchase of the Shares. Such Investor has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Shares and participation in the transactions contemplated by the Transaction Documents # are fully consistent with its financial needs, objectives and condition, # comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to such Investor, # have been duly authorized and approved by all necessary action, # do not and will not violate or constitute a default under such Investor’s charter, bylaws or other constituent document or under any law, rule, regulation, agreement or other obligation by which such Investor is bound and # are a fit, proper and suitable investment for such Investor, notwithstanding the substantial risks inherent in investing in or holding the Shares.

Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law.

Accredited Investor. It is and will be on the Closing Date an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.