Common use of Purchaser Status Clause in Contracts

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrants, it will be, 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. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any the Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrants, it will be, be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Notes it will be, be an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any the Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrants, it will be, be an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, be an "accredited investor" as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Debentures, it will be, be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and currently anticipates that on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such If the Purchaser is not an individual, such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrants, it will be, be an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such If the Purchaser is not an individual, such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such The Purchaser has was not been formed solely for the specific purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures the Additional Investment Right it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof Closing Date, it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not, and is not required to be, registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Debentures, it will be, be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures shares of Preferred Stock it will be, be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrants, it will be, be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities501. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Debenture it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrants, it will be, be an "“accredited investor" ” as defined in Rule 501(a) Regulation D under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not, and is not required to be, registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Purchased Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" “Accredited Investor” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such The Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures the Additional Investment Right it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesConvertible Notes, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has (if not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not already a registered broker-dealer under Section 15 of the Exchange Act) is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which at the time it exercises any Warrants or converts any Debentures Warrant issued to it it will be, be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not registered as a registered broker-dealer under Section 15 of the Exchange Actdealer.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any the Warrants or converts any Debentures (other than pursuant to a cashless exercise), it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrants, it will be, be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act. If such Purchaser has checked the box marked "Yes" on the signature page hereto, such Purchaser is a Qualified Institutional Buyer.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrants, it will be, be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the ---------------- Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Debentures, it will be, be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Note it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not, and is not required to be, registered as a registered broker-dealer under Section 15 of the Exchange Act. In making an investment decision as to whether to purchase the Securities offered hereby, each Purchaser has relied solely upon the SEC Reports and the representation and warranties of the Seller contained herein.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such If the Purchaser is not an individual, such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures the Warrants, it will be, be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Securities, it was, and at the date hereof hereof, it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) of Regulation D under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such The Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the ----------------- Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts receives any Debentures shares of Common Stock it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has (if not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not already a registered broker-dealer under Section 15 of the Exchange Act) is not required to be registered as a broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Preferred Stock, it will be, be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer requiring registration under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such The Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesSecurities issued or issuable to it, it was, and at the date hereof it is, and on as of each date on which it exercises any Warrants or converts any Debentures of exercise of Warrants, it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the SecuritiesSecurities issued or issuable to it. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Preferred Stock, it will be, be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer requiring registration under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesDebentures and Warrants, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or its permitted assignee converts any Debentures Notes it will or such permitted assignee, as the case may be, will be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures the Note, it will be, be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, an Accredited Investor and has initialed the category of accredited investor applicable to the Purchaser on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securitiessignature page attached hereto. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act, and is not affiliated with any broker-dealer registered under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it or its permitted assignee exercises any Warrants Warrant or converts any Debentures Note it will or such permitted assignee, as the case may be, will be an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-broker dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was ---------------- offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act. Such Purchaser and its Affiliates beneficially own less than 5% of the Company’s outstanding Common Stock.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered ----------------- the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Securities Exchange ActAct of 1934, as amended.

Purchaser Status. At the time such Purchaser was offered the ---------------- Securities, it was, and at the date hereof it is, and on each date on which it exercises any the Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the SecuritiesShares. Such Purchaser is not a registered broker-dealer requiring registration under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesSecurities issuable to it, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such The Purchaser has not been formed solely for the purpose of acquiring the SecuritiesSecurities issuable to it. Such The Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrants, it will be, be an "“accredited investor" ” as defined in Rule 501(a501(a)(3) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises shall exercise any warrants or Additional Warrants or converts convert any Debentures Notes it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered ----------------- the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Debentures, it will be, be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not an Affiliate of the Company. Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 aware that none of the Exchange ActSecurities has been registered under the Securities Act or under applicable state securities or blue sky laws.

Purchaser Status. At the time such Purchaser was offered the ----------------- Securities, it was, and at the date hereof it is, and on each date on which it exercises any the Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrants, it will be, be an "accredited investor" as defined in Rule 501(a) Regulation D under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not, and is not required to be, registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures at the time of the conversion of the Notes and exercise of the Warrants, it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was ---------------- offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures the Warrants, it will be, be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Debentures, it will be, be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer requiring registration under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, was an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesPurchased Shares and the Warrant, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such The Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it isClosing and the applicable Additional Closing Dates (if any), and on each date on which it converts its Debentures or Preferred Stock (if any) and exercises any Warrants or converts any Debentures its Warrants, it will be, be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the SecuritiesShares, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the SecuritiesSecurities issued or issuable to it, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such The Purchaser has not been formed solely for the purpose of acquiring the SecuritiesSecurities issued or issuable to it. Such The Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Convertible Notes it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it converts any of the Preferred Shares or exercises any Warrants or converts any Debentures Warrants, it will be, an "institutional investor and an “accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, be an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer registered under Section 15 of the Exchange Act. Each Purchaser is acting alone in its determination as to whether to invest in the Shares.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Notes it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the ---------------- Securities, it was, and at the date hereof it is, and on each date on which it exercises any the Warrants or converts any Debentures the Shares and Underlying Shares, it will be, be an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures shares of Preferred Stock, it will be, be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrant it will be, an "“accredited investor" ” as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures Warrants, it will be, be an "“accredited investor" ” as defined in Rule 501(a501(a)(1), (a)(2), (a)(3) or (a)(7) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and currently anticipates that on each date on which it exercises any Warrants or converts any Debentures it will be, an "“accredited investor" as investor”as defined in Rule 501(a) under the Securities Act. Such If the Purchaser is not an individual, such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it or its permitted assignee converts any Notes or exercises any Warrants it or converts any Debentures it will such permitted assignee, as the case may be, will be an "“accredited investor" ” as defined in Rule 501(a) 501 under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at on the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, is an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such Purchaser has not been formed solely for the purpose of acquiring the Securities. Such The Purchaser is not required to be registered as a registered broker-dealer under Section 15 of the Exchange Act.

Purchaser Status. At the time such the Purchaser was offered the Securities, it was, and at as of the date hereof it is, and on each date on which it exercises any Warrants or converts any Debentures it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act. Such The Purchaser has not been formed solely for the purpose of acquiring the Securities. Such The Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act.