Common use of Accredited Investor; Big Boy Clause in Contracts

Accredited Investor; Big Boy. Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of its investment in the Shares, Warrant and Warrant Shares. Investor 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 Shares, Warrant and Warrant Shares. Investor acknowledges that it does not have any material non-public information relating to the Company. Investor further acknowledge that the Company and its respective agents, officers, directors and affiliates possess material nonpublic information not known to you regarding or relating to the Company or the Units, including, but not limited to, information concerning the business, financial condition, results of operations, legal matters associated with ongoing or past litigation matters, investigations, the Company's corporate transition matters (including transactions related to the corporate transition matters and amounts that become payable by the Company), prospects and other plans of the Company. Investor acknowledges that any material nonpublic information may be indicative of a value of the Units that is substantially less than the Adjusted Purchase Price set forth on Schedule I for such Units, or may be otherwise adverse to Investor, and such material nonpublic information, if known to Investor, could be material to your decision to acquire the Units. Accordingly Investor understands and accepts that there is an information disparity between Investor and the Company, confirm that the Company is not obligated to disclose, and consistent with Investor's instructions, has not disclosed material, non-public information to Investor, and has no liability arising from such non-disclosure. Investor acknowledges that neither the Company nor any of its agents, officers or directors or affiliates have delivered any information or made any representation to Investor, except as expressly set forth herein.

Accredited Investor; Big Boy. Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of its investment in the Prior Warrant Shares, Warrant Warrant, and Warrant Shares. Investor 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 Prior Warrant Shares, Warrant and Warrant Shares. Investor acknowledges that it does not have any material non-public information relating to the Company. Investor further acknowledge that the Company and its respective agents, officers, directors and affiliates possess material nonpublic non-public information not known to you regarding or relating to the Company or the Unitssecurities being offered hereby, including, but not limited to, information concerning the business, financial condition, results of operations, legal matters associated with ongoing or past litigation matters, investigations, the Company's ’s corporate transition matters (including transactions related to the corporate transition matters and amounts that become payable by the Company), prospects and other plans of the Company. Investor acknowledges that any material nonpublic information may be indicative of a value of the Units securities being offered hereby that is substantially less than the Adjusted Purchase Price set forth on Schedule I for purchase price paid by such UnitsInvestor, or may be otherwise adverse to Investor, and such material nonpublic information, if known to Investor, could be material to your decision to acquire the Unitssecurities being offered hereby. Accordingly Investor understands and accepts that there is an information disparity between Investor and the Company, confirm that the Company is not obligated to disclose, and consistent with Investor's ’s instructions, has not disclosed material, non-public information to Investor, and has no liability arising from such non-disclosure. Investor acknowledges that neither the Company nor any of its agents, officers or directors or affiliates have delivered any information or made any representation to Investor, except as expressly set forth herein.

Accredited Investor; Big Boy. Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of its investment in the Shares, Warrant the Warrant, and the Warrant Shares. Investor 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 Shares, Warrant the Warrant, and the Warrant Shares. Investor acknowledges that it does not have any material non-public information relating to the Company. Investor further acknowledge acknowledges that the Company and its respective agents, officers, directors and affiliates possess material nonpublic non-public information not known to you Investor regarding or relating to the Company or and/or the Unitssecurities being offered hereby, including, but not limited to, information concerning the business, financial condition, results of operations, legal matters associated with ongoing or past litigation matters, investigations, the Company's ’s corporate transition matters (including transactions related to the corporate transition matters and amounts that become payable by the Company), prospects and other plans of the Company. Investor acknowledges that any material nonpublic non-public information may be indicative of a value of the Units securities being offered hereby that is substantially less than the Adjusted Purchase Price set forth on Schedule I for such Unitspurchase price paid by Investor, or may be otherwise adverse to Investor, and such material nonpublic non-public information, if known to Investor, could be material to your Investor’s decision to acquire the Unitssecurities being offered hereby. Accordingly Accordingly, Investor understands and accepts that there is an information disparity between Investor and the Company, confirm confirms that the Company is not obligated to disclose, and consistent with Investor's ’s instructions, has not disclosed materialdisclosed, material non-public information to Investor, and acknowledges and agrees that the Company has no liability arising from such non-disclosure. Investor acknowledges that neither the Company nor any of its agents, officers or directors officers, directors, or affiliates have has delivered any information or made any representation representations to Investor, except as expressly set forth herein.

Accredited Investor; Big Boy. Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of his/its investment in the Shares, Warrant the Warrant, and the Warrant Shares. Investor has such knowledge and experience in financial and business matters that he/it is capable of evaluating the merits and risks of the purchase of the Shares, Warrant the Warrant, and the Warrant Shares. Investor acknowledges that he/it does not have any material non-public information relating to the Company. Investor further acknowledge acknowledges that the Company and its respective agents, officers, directors and affiliates possess material nonpublic non-public information not known to you Investor regarding or relating to the Company or and/or the Unitssecurities being offered hereby, including, but not limited to, information concerning the business, financial condition, results of operations, legal matters associated with ongoing or past litigation matters, investigations, the Company's ’s corporate transition matters (including transactions related to the corporate transition matters and amounts that become payable by the Company), prospects and other plans of the Company. Investor acknowledges that any material nonpublic non-public information may be indicative of a value of the Units securities being offered hereby that is substantially less than the Adjusted Purchase Price set forth on Schedule I for such Unitspurchase price paid by Investor, or may be otherwise adverse to Investor, and such material nonpublic non-public information, if known to Investor, could be material to your Investor’s decision to acquire the Unitssecurities being offered hereby. Accordingly Accordingly, Investor understands and accepts that there is an information disparity between Investor and the Company, confirm confirms that the Company is not obligated to disclose, and consistent with Investor's ’s instructions, has not disclosed materialdisclosed, material non-public information to Investor, and acknowledges and agrees that the Company has no liability arising from such non-disclosure. Investor acknowledges that neither the Company nor any of its agents, officers or directors officers, directors, or affiliates have has delivered any information or made any representation representations to Investor, except as expressly set forth herein.

Accredited Investor; Big Boy. Investor Lender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of its his investment in the Shares, Warrant Warrants and Warrant Sharesshares of Common Stock. Investor Lender has such knowledge and experience in financial and business matters that it he is capable of evaluating the merits and risks of the purchase acquisition of the Shares, Warrant Warrants and Warrant Sharesshares of Common Stock. Investor Lender acknowledges that it does not have any material non-public information relating to the Company. Investor Lender further acknowledge that the Company and its respective agents, officers, directors and affiliates possess material nonpublic non-public information not known to you Lender regarding or relating to the Company or the Units, including, but not limited to, information concerning the business, financial condition, results of operations, legal matters associated with ongoing or past litigation matters, investigations, the Company's ’s corporate transition matters (including transactions related to the corporate transition matters and amounts that become payable by the Company), prospects and other plans of the Company. Investor Lender acknowledges that any material nonpublic information may be indicative of a value of the Units that is substantially less than the Adjusted Purchase Price set forth on Schedule I purchase price that may be paid for such UnitsUnits by Lender, or may be otherwise adverse to InvestorLender, and such material nonpublic information, if known to InvestorLender, could be material to your decision to acquire the UnitsUnits or otherwise engage in the transactions contemplated by this Agreement. Accordingly Investor Lender understands and accepts that there is an information disparity between Investor Lender and the Company, confirm that the Company is not obligated to disclose, and consistent with Investor's Lender’s instructions, has not disclosed material, non-public information to InvestorLender, and has no liability arising from such non-disclosure. Investor acknowledges that neither the Company nor any of its agents, officers or directors or affiliates have delivered any information or made any representation to Investor, except as expressly set forth herein.

Accredited Investor; Big Boy. Investor Lender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of its investment in the Shares, Warrant Warrants and Warrant Sharesshares of Common Stock. Investor Lender has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase acquisition of the Shares, Warrant Warrants and Warrant Sharesshares of Common Stock. Investor Lender acknowledges that it does not have any material non-public information relating to the Company. Investor Lender further acknowledge that the Company and its respective agents, officers, directors and affiliates possess material nonpublic non-public information not known to you Lender regarding or relating to the Company or the Units, including, but not limited to, information concerning the business, financial condition, results of operations, legal matters associated with ongoing or past litigation matters, investigations, the Company's ’s corporate transition matters (including transactions related to the corporate transition matters and amounts that become payable by the Company), prospects and other plans of the Company. Investor Lender acknowledges that any material nonpublic information may be indicative of a value of the Units that is substantially less than the Adjusted Purchase Price set forth on Schedule I purchase price that may be paid for such UnitsUnits by Lender, or may be otherwise adverse to InvestorLender, and such material nonpublic information, if known to InvestorLender, could be material to your its decision to acquire the UnitsUnits or otherwise engage in the transactions contemplated by this Agreement. Accordingly Investor Accordingly, Lender understands and accepts that there is an information disparity between Investor Lender and the Company, confirm confirms that the Company is not obligated to disclose, and consistent with Investor's Lender’s instructions, has not disclosed material, non-public information to InvestorLender, and has no liability arising from such non-disclosure. Investor acknowledges that neither the Company nor any of its agents, officers or directors or affiliates have delivered any information or made any representation to Investor, except as expressly set forth herein.

Accredited Investor; Big Boy. Such Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of its investment in the Prior Warrant Shares, Warrant the Shares, the Warrant, and the Warrant Shares. Such Investor 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 Prior Warrant Shares, Warrant the Shares, the Warrant, and the Warrant Shares. Such Investor acknowledges that it does not have any material non-public information relating to the Company. Such Investor further acknowledge acknowledges that the Company and its respective agents, officers, directors and affiliates possess material nonpublic non-public information not known to you such Investor regarding or relating to the Company or and/or the Unitssecurities being offered hereby, including, but not limited to, information concerning the business, financial condition, results of operations, legal matters associated with ongoing or past litigation matters, investigations, the Company's ’s corporate transition matters (including transactions related to the corporate transition matters and amounts that become payable by the Company), prospects and other plans of the Company. Such Investor acknowledges that any material nonpublic non-public information may be indicative of a value of the Units securities being offered hereby that is substantially less than the Adjusted Purchase Price set forth on Schedule I for purchase price paid by such UnitsInvestor, or may be otherwise adverse to such Investor, and such material nonpublic non-public information, if known to such Investor, could be material to your such Investor’s decision to acquire the Unitssecurities being offered hereby. Accordingly Accordingly, such Investor understands and accepts that there is an information disparity between such Investor and the Company, confirm confirms that the Company is not obligated to disclose, and consistent with such Investor's ’s instructions, has not disclosed materialdisclosed, material non-public information to such Investor, and acknowledges and agrees that the Company has no liability arising from such non-disclosure. Such Investor acknowledges that neither the Company nor any of its agents, officers or directors officers, directors, or affiliates have has delivered any information or made any representation representations to such Investor, except as expressly set forth herein.

Accredited Investor; Big Boy. Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of its investment in the Prior Warrant Shares, Warrant the Shares, the Warrant, and the Warrant Shares. Investor 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 Prior Warrant Shares, Warrant the Shares, the Warrant, and the Warrant Shares. Investor acknowledges that it does not have any material non-public information relating to the Company. Investor further acknowledge acknowledges that the Company and its respective agents, officers, directors and affiliates possess material nonpublic non-public information not known to you Investor regarding or relating to the Company or and/or the Unitssecurities being offered hereby, including, but not limited to, information concerning the business, financial condition, results of operations, legal matters associated with ongoing or past litigation matters, investigations, the Company's ’s corporate transition matters (including transactions related to the corporate transition matters and amounts that become payable by the Company), prospects and other plans of the Company. Investor acknowledges that any material nonpublic non-public information may be indicative of a value of the Units securities being offered hereby that is substantially less than the Adjusted Purchase Price set forth on Schedule I for such Unitspurchase price paid by Investor, or may be otherwise adverse to Investor, and such material nonpublic non-public information, if known to Investor, could be material to your Investor’s decision to acquire the Unitssecurities being offered hereby. Accordingly Accordingly, Investor understands and accepts that there is an information disparity between Investor and the Company, confirm confirms that the Company is not obligated to disclose, and consistent with Investor's ’s instructions, has not disclosed materialdisclosed, material non-public information to Investor, and acknowledges and agrees that the Company has no liability arising from such non-disclosure. Investor acknowledges that neither the Company nor any of its agents, officers or directors officers, directors, or affiliates have has delivered any information or made any representation representations to Investor, except as expressly set forth herein.