1. The intended party represents and warrants to the company that the intended party is an “Accredited Investor” because of the intended party:

A. Is an individual with the income from all sources for each of the last two full calendar years in excess of (and whose reasonable expected income for this calendar year will exceed) either of:

(i) $200,000 individual income;
(ii) $300,000 joint income with a spouse. Or,

B. Is an individual with a net worth as of the date hereof (individually or jointly with your spouse), in excess of $1,000,000

2. The intended party agrees to indemnify and hold harmless the Company and its officers, directors, employees, and agents (including its placement agent) from and against any and all costs, liabilities, and expenses (including attorneys’ fees) arising out of or related in any way to any breach of any representation or warranty contained herein.

3. The Company has the right, in its sole discretion, to accept or reject any representation made by the intended party.

4. The intended party understands and acknowledges that an investment in the Securities is suitable only for persons who are “Accredited Investors” as defined in paragraph 2 above.