Accredited Investor Status in the U.S. and Canada. The ​ 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 ​ is an “accredited investor” as that term is defined in Section 1.1 of the Canada National Instrument 45-106 (“NI45-106”). Specifically, the ​ either has # net financial assets in excess of Canadian $1,000,000; or # net income before taxes in excess of Canadian $200,000 per year in each of the most two recent calendar years or Canadian $300,000 combined with his spouse in each of the two most recent calendar years.

Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D of the 1933 Act.

Investor Representations and Warranties Concerning Suitability, Accredited Investor and Eligible Client Status. I represent and warrant the following information:

Institutional Accredited Investor. It is and will be on the Closing Date either # an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by [subsections (1), (2), (3) and (7)])])])] of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets (an “Institutional Accredited Investor”), or # a QIB that is also an Institutional Accredited Investor.

Accredited Investor. Creditor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act.

QCI is a Registered Investment Advisor (“RIA”) under the Investment Advisors Act of 1940, as amended. QCI has investment discretion with respect to certain assets of the Purchaser including the assets to pay the purchase price for the Shares. In the normal course of its business or its investing activities, and as provided by agreement with the Purchaser, QCI invests in or purchases securities similar to the Shares, and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing such securities. The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act as an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in [section 3(21)] of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

Purchaser Status. At the time the Purchaser was offered the Shares, it was, and as of the date hereof it is, outside the United States or an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“U.S. Government Securities Business Day” means any day except for # a Saturday, # a Sunday or # a day on which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements for borrowings hereunder, such day is also a Business Day.

“U.S. Special Resolution Regimes” has the meaning specified in [Section 13.12].

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Purchaser’s request.