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. 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 ​ 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” and has a net worth, not including the value of his primary residence, in excess of $1,000,000.

The undersigned also represents and warrants that, without limiting the generality of any representations and warranties made by the undersigned in any subscription agreement executed by it as a condition to its admission to the Company, the undersigned is a qualified institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act of 1933, as amended, or a qualified “accredited investor” as defined in Rule 501(a)(8) of Regulation D, but only to the extent all of the equity owners thereof are ​ which are qualified institutional “accredited ​” as defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D.

“Institutional Investor” means an insurance company, bank, pension fund, investment company, “qualified institutional buyer” (as such term is defined under Rule 144A promulgated under the Securities Act, or any successor law, rule or regulation), “accredited investor” (as such term is defined under Regulation D promulgated under the Securities Act, or any successor law, rule or regulation) or other Person with assets in excess of $50,000,000 that invests in securities for its own account or as a dealer.

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.