Common use of Accredited Investor and Affiliate Status Clause in Contracts

Accredited Investor and Affiliate Status. At the time the Holder was offered the Exchange Securities, it was, as of the date hereof, it is, and as of the date it converts the Exchange Securities, it will be, an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act. The Holder is not, and has not been, for a period of at least three (3) months prior to the date of this Agreement (a) an officer or director of the Company, (b) an “affiliate” of the Company (as defined in Rule 144) (an “Affiliate”) or (c) a “beneficial owner” of more than 10% of the common stock (as defined for purposes of Rule 13d-3 of the Exchange Act).