Common use of Accredited Investor; Pre-existing Relationship with the Company Clause in Contracts

Accredited Investor; Pre-existing Relationship with the Company. The Debt Holder was at the time it was offered the Securities, is as of the date hereof and as of the Closing an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information the Debt Holder deemed relevant in making an informed decision to purchase the Securities and is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. The Debt Holder further represents and warrants that the Debt Holder has a pre-existing relationship with the Company and has been in discussions regarding the conversion of the Obligations prior to the commencement of the Public Offering, and Debt Holder is not effecting the conversion contemplated herein in reliance on the Registration Statement or any prospectus supplement filed in connection therewith.

Accredited Investor; Pre-existing Relationship with the Company. The Debt Holder was at the time it he was offered the Securities, is as of the date hereof and as of the Closing an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the purchase of the Securities, and has requested, received, reviewed and considered all information the Debt Holder deemed relevant in making an informed decision to purchase the Securities and is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. The Debt Holder further represents and warrants that the Debt Holder has a pre-existing relationship with the Company and has been in discussions regarding the conversion of the Obligations Obligation prior to the commencement of the Public Offering, and Debt Holder is not effecting the conversion contemplated herein in reliance on the Registration Statement or any prospectus supplement filed in connection therewith.