Common use of Sophistication; Investigation Clause in Contracts

Sophistication; Investigation. Such Commitment Party has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Series B Preferred Stock and Warrants (including any shares of common stock of the Company issuable upon exercise thereof). Such Commitment Party is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act and an “institutional account” within the meaning of Rule 4512 of the Financial Industry Regulatory Authority or a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act. Such Commitment Party understands and is able to bear any economic risks associated with such investment (including the necessity of holding such shares for an indefinite period of time). Except for the representations and warranties expressly set forth in this Agreement, such Commitment Party has independently evaluated the merits and risks of its decision to enter into this Agreement and consummate the transactions contemplated hereby. As of the date hereof, to its knowledge, such Commitment Party has been furnished with all materials relating to the business, finances and operations of the Company, and materials relating to the offer and sale of the Series B Preferred Stock and Warrants, that have been requested by such Commitment Party. Such Commitment Party has been afforded the opportunity to ask questions and receive answers from the Company. Based on the information such Commitment Party has deemed appropriate, such Commitment Party has independently made its own analysis and decision to enter into this Agreement and the Registration Rights Agreement.

Sophistication; Investigation. Such Commitment Subject Party has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Series B B-3 Preferred Stock and Warrants (including any shares of common stock of the Company issuable upon exercise thereof). Such Commitment Subject Party is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act and an “institutional account” within the meaning of Rule 4512 of the Financial Industry Regulatory Authority or a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act. Such Commitment Subject Party understands and is able to bear any economic risks associated with such investment (including the necessity of holding such shares for an indefinite period of time). Except for the representations and warranties expressly set forth in this Agreement, such Commitment Subject Party has independently evaluated the merits and risks of its decision to enter into this Agreement and consummate the transactions contemplated hereby. As of the date hereof, to its knowledge, such Commitment Subject Party has been furnished with all materials relating to the business, finances and operations of the Company, and materials relating to the offer and sale of the Series B B-3 Preferred Stock and Warrants, that have been requested by such Commitment Subject Party. Such Commitment Subject Party has been afforded the opportunity to ask questions and receive answers from the Company. Based on the information such Commitment Subject Party has deemed appropriate, such Commitment Subject Party has independently made its own analysis and decision to enter into this Agreement and the Registration Rights Agreement.