Accredited Investor Status; Purchase for Investment. Purchaser is and at the Closing Date will be an "accredited investor" under Rule 501(a) under the Securities Act. Tandem is, and at the Closing Date will be, an investment company registered under the Investment Company Act of 1940, as amended and has, and at the Closing Date will have, a net worth in excess of One Million Dollars ($1,000,000). Argosy is, and at the Closing Date will be, a Small Business Investment Company, as the term is defined in Section 103 of the Small Business Investment Act of 1958, 15 U.S.C.A. ss.662, and has, and at the Closing Date will have, a total capital of at least One Million Dollars ($1,000,000). Purchaser is acquiring the Preferred Stock for its own account, for investment, and not with a view to the distribution or resale thereof, in whole or in part, in violation of the Securities Act or any applicable state securities law, and Purchaser has no present intention of selling, negotiating or otherwise disposing of the Preferred Stock, it being understood that Tandem intends to transfer and assign, without consideration, the Preferred Stock and all of Tandem's rights and obligations under this Agreement and the Operative Documents to one or more Wholly-owned Subsidiaries of Tandem, which Wholly-owned Subsidiaries are also "accredited investors" under Rule 501(a).
Accredited Investor Status; Purchase for Investment. In connection with the sale to Purchaser of the Preferred Stock:
Accredited Investor Status; Purchase for Investment. Purchaser is a registered investment company under the Investment Company Act and as such is an "accredited investor" under Rule 501(a) under the Securities Act. Purchaser is acquiring the Class B Preferred Stock for its own account, for investment, and not with a view to the distribution or resale thereof, in whole or in part, in violation of the Securities Act or any applicable state securities law, and Purchaser has no present intention of selling, negotiating or otherwise disposing of the Class B Preferred Stock; it being understood that Purchaser intends to transfer and assign, without consideration, the Class B Preferred Stock and all Purchaser's rights and obligations under this Agreement and the Operative Documents to one or more wholly-owned subsidiaries of Purchaser, which wholly-owned subsidiaries are also "accredited investors" under Rule 501(a). Purchaser is an "institutional investor" as defined under Section 48-2-102 of the Tennessee Securities Act of 1980 for purposes of the exemption set forth under Section 48-2-103(b)(3) of such act.
