Common use of Status of Undersigned Clause in Contracts

Status of Undersigned. (i) The undersigned, if an individual, has attained the age of majority (as established in the undersigned's state of residence), and, in any event, is under no disability with respect to entering into a contractual relationship with the Company and in executing this Agreement. (ii) The undersigned has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits and risks of an investment in the Shares. To the extent necessary, the undersigned has retained, at the undersigned's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and of owning the Shares. (iii) The undersigned is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The undersigned agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in connection with the purchase and sale of the Shares. The undersigned acknowledges that the undersigned has completed Part I, the Subscriber Information questionnaire, and Part II, the Accreditation Criteria questionnaire, previously provided to the undersigned and that the information contained therein is complete and accurate as of the date thereof and is hereby affirmed as of the date hereof. (iv) The information presented and statements made by the undersigned in the questionnaire referred to in Section 6(c)(iii) completed and delivered by the undersigned and returned to the Company with this Agreement, and any additional information supplied by the undersigned at the Company's request relating to the undersigned's income, net worth, investment experience or other matters, are complete and accurate as of this date and may be relied upon by the Company in determining whether to accept this offer. (v) The undersigned's commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such commitment to become excessive. The undersigned has adequate means of providing for the undersigned's current needs and contingencies and has no need for liquidity with respect to the undersigned's investment in the Shares, and can withstand a complete loss of such investment in the Shares.

Status of Undersigned. (i) The undersigned, if an individual, has attained the age of majority (as established in the undersigned's state of residence), and, in any event, is under no disability with respect to entering into a contractual relationship with the Company and in executing this Agreement. (ii) The undersigned has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits and risks of an investment in the SharesSecurities. To With the assistance of the undersigned's own professional advisors, to the extent necessarythat the undersigned has deemed appropriate, the undersigned has retainedmade its own legal, at tax, accounting and financial evaluation of the undersigned's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and risks of an investment in the Securities and the consequences of this Agreement Subscription Agreement. The undersigned has considered the suitability of the Securities as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks and losses associated with an investment in the Securities and its authority to invest in the Securities. (ii) The undersigned acknowledges and understands that Company and its officers, directors and affiliates possess material, non-public information not known to the undersigned that may impact the value of owning the SharesSecurities (the “Information”) that the Company is unable to disclose to the undersigned. The undersigned understands, based on its experience, the disadvantage to which the undersigned is subject due to the disparity of information between the the undersigned and the Company. Notwithstanding this, the undersigned has deemed it appropriate to engage in the transactions contemplated by this Subscription Agreement. The undersigned agrees that the Company and its officers, directors and affiliates shall have no liability to the undersigned (or any transferee or successor in interest to the undersigned interests in the Securities) whatsoever due to or in connection with the Company's use or non-disclosure of the Information or otherwise as a result of the transactions contemplated hereby, and the undersigned hereby irrevocably waives any claim that it might have based on the failure of the Company to disclose the Information. The undersigned further agrees that in connection with any transfer or sale of the Securities, whether in whole or in part, the undersigned shall notify any transferee or purchaser (as applicable) of the existence of this provision and shall give such transferee or purchaser (as applicable) the opportunity to inspect the provision and ask any questions that it might have. (iii) The undersigned and any account for which it is an "accredited investor" acting, is each a “qualified institutional buyer” as defined in Rule 501(a) 144A under the Securities Act. The undersigned agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws State Securities Laws in connection with the purchase and sale exchange of the Shares. The undersigned acknowledges that the undersigned has completed Part I, the Subscriber Information questionnaire, and Part II, the Accreditation Criteria questionnaire, previously provided to the undersigned and that the information contained therein is complete and accurate as of the date thereof and is hereby affirmed as of the date hereof. (iv) The information presented and statements made by the undersigned in the questionnaire referred to in Section 6(c)(iii) completed and delivered by the undersigned and returned to the Company with this Agreement, and any additional information supplied by the undersigned at the Company's request relating to the undersigned's income, net worth, investment experience or other matters, are complete and accurate as of this date and may be relied upon by the Company in determining whether to accept this offer. (v) The undersigned's commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such commitment to become excessive. The undersigned has adequate means of providing Old Notes for the undersigned's current needs and contingencies and has no need for liquidity with respect to the undersigned's investment in the Shares, and can withstand a complete loss of such investment in the SharesSecurities.

Status of Undersigned. (i) The undersigned, if an individual, has attained the age of majority (as established in the undersigned's state of residence), and, in any event, is under no disability with respect to entering into a contractual relationship with the Company and in executing this Agreement. (ii) The undersigned has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits and risks of an the investment in the Sharesto be made hereunder. To the extent necessary, the undersigned has retained, at the undersigned's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and of owning the Shares, the Warrant and the Warrant Shares. (iii) The undersigned is acquiring the Shares, the Warrant and the Warrant Shares for its own account or for the account of its clients for investment only, and not with a view towards their distribution. The undersigned's clients have represented to the undersigned that such clients are acquiring the Shares, the Warrant and the Warrant Shares for investment only, and not with a view towards their distribution. (iv) The undersigned, and any of the undersigned's clients to which it attributes any of the Shares, the Warrant or the Warrant Shares is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The undersigned agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in connection with the purchase and sale of the SharesShares and the Warrant. The undersigned acknowledges that the undersigned has completed Part I, the Subscriber Information questionnaire, and Part II, the Accreditation Criteria questionnaire, previously provided to the undersigned and that the information contained therein is complete and accurate as of the date thereof and is hereby affirmed as of the date hereof. (ivv) The information presented and statements made by the undersigned in the questionnaire referred to in Section 6(c)(iii6(c)(iv) completed and delivered by the undersigned and returned to the Company with this Agreement, and any additional information supplied by the undersigned at the Company's request relating to the undersigned's income, net worth, investment experience or other matters, Agreement are complete and accurate as of this date and may be relied upon by the Company in determining whether to accept this offer. (vvi) The undersigned's commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an the investment in the Shares to be made hereunder will not cause such commitment to become excessive. The undersigned has adequate means of providing for the undersigned's current needs and contingencies and has no need for liquidity with respect to the undersigned's investment in the Sharescontemplated hereby, and can withstand a complete loss of such investment in the Sharesinvestment.

Status of Undersigned. (i) The undersigned, if an individual, has attained the age of majority (as established in the undersigned's state of residence), and, in any event, is under no disability with respect to entering into a contractual relationship with the Company and in executing this Agreement. (ii) The undersigned has such knowledge, skill and experience in business, financial and investment matters so that the undersigned is capable of evaluating the merits and risks of an investment in the Shares. To the extent necessary, the undersigned has retained, at the undersigned's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and of owning the Shares. (iii) The undersigned is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The undersigned agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in connection with the purchase and sale of the Shares. The undersigned acknowledges that the undersigned has completed Part I, the Subscriber Information questionnaire, and Part II, the Accreditation Criteria questionnaire, previously provided to the undersigned and that the information contained therein is complete and accurate as of the date thereof and is hereby affirmed as of the date hereof. (iv) The information presented and statements made by the undersigned in the questionnaire referred to in Section 6(c)(iii) completed and delivered by the undersigned and returned to the Company with this Agreement, and any additional information supplied by the undersigned at the Company's request relating to the undersigned's income, net worth, investment experience or other matters, Agreement are complete and accurate as of this date and may be relied upon by the Company in determining whether to accept this offer. (v) The undersigned's commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such commitment to become excessive. The undersigned has adequate means of providing for the undersigned's current needs and contingencies and has no need for liquidity with respect to the undersigned's investment in the Shares, and can withstand a complete loss of such investment in the Shares.