Common use of Sophisticated Investor Clause in Contracts

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and or an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated ---------------------- investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in Common Stockthe Securities. The Investor acknowledges that an investment in the Common Stock Securities is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Class A Common Stock. The Investor acknowledges that an investment in the Class A Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated ----------------------- investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act ("Regulation D")) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in such Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in the Common StockStock and the Warrants. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in the Common Stock, Warrants and Warrant Shares. The Investor acknowledges that an investment in the Common Stock Stock, Warrants and Warrant Shares is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in Common Stockthe Securities. The Investor acknowledges that an investment in the Common Stock Securities is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in the Common StockStock and Warrants. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in Common Stockthe Securities. The Investor acknowledges that an investment in the Common Stock Securities is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated ------------------------ investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor Investor (as described in Rule 506(b)(2)(ii) of Regulation D) and or an accredited investor Investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in the Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and or an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk. The Investor is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Convertible Preferred, the Warrant and the underlying Common Stock. The Investor acknowledges that an investment in the Convertible Preferred, the Warrant and the underlying Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated ---------------------- investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated ---------------------- investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stockthe Securities. The Investor acknowledges that an investment in the Common Stock is Securities are speculative and involves involve a high degree of risk. The Investor understands that there is no established market for the Preferred Stock and that no public market therefor is foreseen.

Sophisticated Investor. The Investor is a sophisticated ---------------------- investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in Common Stockthe Securities. The Investor acknowledges that an investment in the Common Stock Securities is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated ---------------------- investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Common StockStock and the Convertible Notes. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated ---------------------- investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in the Common StockStock and the Warrants. The Investor acknowledges that an investment in the Common Stock and the Warrants is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.the

Sophisticated Investor. The Investor is a sophisticated ---------------------- investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common StockStock and has the capacity to protect its own interests in connection with the transactions. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated ---------------------- investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of of, and bearing the economic risks entailed by, an investment in Common Stockthe Securities and protecting its interest in connection with this transaction. The Investor acknowledges that an investment in the Common Stock Securities is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor ---------------------- (as described in Rule 506(b)(2)(ii) of Regulation D) and an "accredited investor investor" (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in the Common StockStock and the Warrants. The Investor acknowledges that an investment in the Common Stock and the Warrants is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated ---------------------- investor (as described in Rule 506(b)(2)(ii) of Regulation D) and or an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it Investor has the capacity to protect the Investor's own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in Common Stockthe Shares. The Investor acknowledges that an investment in the Common Stock Shares is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a Each of the Investors are sophisticated investor investors (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor investors (as defined in Rule 501 of Regulation D), and Investor has the Investors have such experience in business and financial matters that it is they are capable of evaluating the merits and risks of an investment in Common Stockthe Securities. The Investor acknowledges Each of the Investors acknowledge that an investment in the Common Stock is speculative and involves a high degree of risk. Each of the Investors has the ability to fund the purchase of the Preferred Stock and Warrants.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.has the

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Common StockStock and the Convertible Note. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is Investors are each a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor investors (as defined in Rule 501 of Regulation D), and Investor has each of the Investors have such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges Investors acknowledge that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Common StockStock and the Convertible Notes. The Investor acknowledges that an investment in the Common Stock and the Convertible Note is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation DD under the Securities Act) and an accredited investor (as defined in Rule 501 of Regulation DD under the Securities Act), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk, and that the Investor is able to afford the loss of its entire investment herein.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation DD and evidenced by the completed Suitability Questionnaire annexed hereto), and the Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in Common Stockthe Securities. The Investor acknowledges that an investment in the Common Stock Securities is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.The

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Convertible Debenture and the underlying Common Stock. The Investor acknowledges that an investment in the Convertible Debenture and the underlying Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a Each of the Investors are sophisticated investor investors (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor investors (as defined in Rule 501 of Regulation D), and Investor has the Investors have such experience in business and financial matters that it is they are capable of evaluating the merits and risks of an investment in Common Stockthe Securities. The Investor acknowledges Each of the Investors acknowledge that an investment in the Common Stock is speculative and involves a high degree of risk. Each of the Investors has the ability to fund the purchase of the Preferred Stock and the Put Shares.

Sophisticated Investor. The Such Investor is a sophisticated investor ---------------------- (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and such Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in Common Stockthe Securities. The Such Investor acknowledges that an investment in the Common Stock Securities is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stockthe Initial Shares, Secondary Shares, Reset Shares, and Warrants. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.

Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor investors (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk.