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. [[Organization A:Organization]] 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. [[Organization A:Organization]] is an “accredited investor” and has a net worth, not including the value of his primary residence, in excess of $1,000,000.

Accredited Investor Status; Sophisticated Purchaser. Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in the Purchased Units, the PIK Units and the Conversion Units, as applicable. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Units and the Conversion Units, as applicable.

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.

Eligibility. Purchaser is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act and was not organized for the specific purpose of acquiring the Purchased Shares, unless such person qualifies as an “accredited investor” under

Section # Purchase for [[Organization A:Organization]]; Accredited Investor 13