Common use of Holder Status Clause in Contracts

Holder Status. At the time Holder was offered the New Note, it was, and as of the date hereof it is, and on each date on which it converts the New Note it will be either: (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act; or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Holder is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Holder has sufficient knowledge and experience in financial matters as to be capable of evaluating the risks and merits of the transaction contemplated hereby. Holder is able to bear the economic risk of its investment in the New Note for an indefinite period of time, is able to afford a complete loss of such investment, and acknowledges that no public market exists for the New Note and that there is no assurance that a public market will ever develop for such securities. Neither, the New Note nor the Conversion Shares have been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

Holder Status. At the time such Holder was offered the New Note, it was, and as of the date hereof it is, and on each date on which it converts the New Note it will be is either: (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act; or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Each Holder is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Each Holder has sufficient knowledge and experience in financial matters as to be capable of evaluating the risks and merits of the transaction contemplated hereby. Each Holder is able to bear the economic risk of its investment in the New Note Notes for an indefinite period of time, is able to afford a complete loss of such investment, and acknowledges that no public market exists for the New Note Notes and that there is no assurance that a public market will ever develop for such securities. Neither, the The New Note nor the Conversion Shares Notes have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

Holder Status. At the time Holder was offered the New NoteNote and Additional Warrants, it was, and as of the date hereof it is, and on each date on which it converts the New Note exercises any Additional Warrants it will be either: (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act; or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Holder is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Holder has sufficient knowledge and experience in financial matters as to be capable of evaluating the risks and merits of the transaction contemplated hereby. Holder is able to bear the economic risk of its investment in the New Note and Additional Warrants for an indefinite period of time, is able to afford a complete loss of such investment, and acknowledges that no public market exists for the New Note and Additional Warrants and that there is no assurance that a public market will ever develop for such securities. Neither, the New Note Note, the Additional Warrants, nor the Conversion Underlying Shares have been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

Holder Status. At the time Holder was offered the New NoteNote and Additional Warrants, it was, and as of the date hereof it is, and on each date on which it exercises any Additional Warrants or converts the New Note it will be either: (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act; or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Holder is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Holder has sufficient knowledge and experience in financial matters as to be capable of evaluating the risks and merits of the transaction contemplated hereby. Holder is able to bear the economic risk of its investment in the New Note and Additional Warrants for an indefinite period of time, is able to afford a complete loss of such investment, and acknowledges that no public market exists for the New Note and Additional Warrants and that there is no assurance that a public market will ever develop for such securities. Neither, the New Note Note, the Additional Warrants, nor the Conversion Underlying Shares have been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

Holder Status. At the time Holder was offered the New NoteNote and Additional Warrants, it was, and as of the date hereof it is, and on each date on which it converts the New Note exercises any Additional Warrants it will be either: (i) an “"accredited investor” " as defined in Rule 501(a) under the Securities Act; or (ii) a “"qualified institutional buyer” " as defined in Rule 144A(a) under the Securities Act. Holder is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Holder has sufficient knowledge and experience in financial matters as to be capable of evaluating the risks and merits of the transaction contemplated hereby. Holder is able to bear the economic risk of its investment in the New Note and Additional Warrants for an indefinite period of time, is able to afford a complete loss of such investment, and acknowledges that no public market exists for the New Note and Additional Warrants and that there is no assurance that a public market will ever develop for such securities. Neither, the New Note Note, the Additional Warrants, nor the Conversion Underlying Shares have been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.