Securities Matters. [[Organization A:Organization]] is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Act and as reflected on the accredited investor questionnaire accompanying this Agreement. [[Organization A:Organization]] has # such knowledge and experience in financial and business matters to render it capable of independently evaluating the risks and merits of purchasing the Note; # independently evaluated the risks and merits of purchasing the Note and has independently determined that the Note is a suitable investment for it; and # sufficient financial resources to bear the loss of its entire investment in such Note. [[Organization A:Organization]] is not purchasing the Note as a result of any advertisement, article, notice, or other communication regarding the Note published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. The Note being purchased by [[Organization A:Organization]] hereunder for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Act. [[Organization A:Organization]] understands that the Note has not been registered under the Act by reason of its issuance in a transaction

#[[Organization B:Organization]] is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended (the “1933 Act”), and will acquire this Note and the Underlying Shares (collectively, the “Securities”) for its own account and not with a view to a sale or distribution thereof as that term is used in [Section 2(a)(11)] of the 1933 Act, in a manner which would require registration under the 1933 Act or any state securities laws. [[Organization B:Organization]] has such knowledge and experience in financial and business matters that such [[Organization B:Organization]] is capable of evaluating the merits and risks of the Securities. [[Organization B:Organization]] can bear the economic risk of the Securities, has knowledge and experience in financial business matters and is capable of bearing and managing the risk of investment in the Securities. [[Organization B:Organization]] recognizes that the Securities have not been registered under the 1933 Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities is registered under the 1933 Act or unless an exemption from registration is available. [[Organization B:Organization]] has carefully considered and has, to the extent [[Organization B:Organization]] believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, and has determined that the Securities are a suitable investment for it. [[Organization B:Organization]] has not been offered the Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Holders’ knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. [[Organization B:Organization]] has had an opportunity to ask questions of and receive satisfactory answers from [[Organization A:Organization]], or any person or persons acting on behalf of [[Organization A:Organization]], concerning the terms and conditions of the Securities and [[Organization A:Organization]], and all such questions have been answered to the full satisfaction of [[Organization B:Organization]]. [[Organization A:Organization]] has not supplied [[Organization B:Organization]] any information regarding the Securities or an investment in the Securities other than as contained in this Agreement, and [[Organization B:Organization]] is relying on its own investigation and evaluation of [[Organization A:Organization]] and the Securities and not on any other information.

Information Regarding [[Organization A:Organization]]. [[Organization A:Organization]] is an “accredited investor”, as such term is defined in Rule 501 of Regulation D promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable [[Organization A:Organization]] to utilize the information made available by [[Organization B:Organization]] to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. [[Organization A:Organization]] has the authority and is duly and legally qualified to purchase and own the Securities (as defined below). [[Organization A:Organization]] is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.