Common use of Sophisticated Investor Clause in Contracts

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Warrants. (ii) The Subscriber is able to bear the economic risk of his investment in the Warrants for an indefinite period of time because none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant 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.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the WarrantsShares. (ii) The Subscriber is able to bear the economic risk of his investment in the Warrants Shares for an indefinite period of time because none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant Shares”) 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.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the WarrantsSecurities. (ii) The Subscriber is able to bear the economic risk of his investment in the Warrants Securities for an indefinite period of time because none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant Shares”) Securities 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.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the WarrantsSecurities. (ii) The Subscriber is able to bear the economic risk of his aware that an investment in the Warrants for an indefinite period of time because is highly speculative and subject to substantial risks because, among other things, none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant Shares”) Securities 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. Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite period of time.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the WarrantsUnits. (ii) The Subscriber is able to bear the economic risk of his investment in the Warrants Units for an indefinite period of time because none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant Shares”) Units 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.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the WarrantsSecurities. (ii) The Subscriber is able to bear the economic risk of his aware that an investment in the Warrants for an indefinite period of time because none of Units is highly speculative and subject to substantial risks because, among other things, the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant Shares”) Securities 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. Subscriber is able to bear the economic risk of his investment in the Securities for an indefinite period of time.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Warrants. (ii) The Subscriber is able to bear the economic risk of his investment in the Warrants for an indefinite period of time because none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant 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.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Warrants. (ii) The Subscriber is able to bear the economic risk of his its investment in the Warrants for an indefinite period of time because none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant 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.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Warrants. (ii) The Subscriber is able to bear the economic risk of his investment in the Warrants for an indefinite period of time because none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant 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.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Warrants. (ii) The Subscriber is able to bear the economic risk of his investment in the Warrants for an indefinite period of time because time, which is highly speculative and subject to substantial risks because, among other things none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant 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.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Warrants. (ii) The Subscriber is able to bear the economic risk of his its investment in the Warrants for an indefinite period of time because time, which is highly speculative and subject to substantial risks because, among other things none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant 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.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the WarrantsSecurities. (ii) The Subscriber is able to bear the economic risk of his investment in the Warrants Securities for an indefinite period of time because none of the Warrants Securities nor any of the shares of Common Stock to be issued upon exercise of such Warrants (underlying securities comprising the “Warrant Shares”) Securities 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.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Founder Warrants. (ii) The Subscriber is able to bear the economic risk of his investment in the Founder Warrants for an indefinite period of time because none of the Founder Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants Shares (the “Warrant Shares”as hereinafter defined) 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.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the WarrantsShares. (ii) The Subscriber is able to bear the economic risk of his investment in the Warrants Shares for an indefinite period of time because none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant Shares”) Shares have been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from form such registration is available.

Sophisticated Investor. (i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the WarrantsSecurities. (ii) The Subscriber is able to bear the economic risk of his aware an investment in the Warrants for an indefinite period of time because is highly speculative and subject to substantial risks because, among other things, none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant Shares”) Securities 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. Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite period of time.