WARRANT AGREEMENT between Alvotech and Alvogen Lux Holdings S.à r.l.

Warrants.

Form of Warrant. Each Warrant shall be issued in registered form only. The Warrant subscription shall be evidenced by the execution of a Warrant subscription form, a form of which is attached hereto in Annex 1.

Warrant Register. The Company shall maintain a register (the “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants with the details of the respective holders thereof. Upon request of a Registered Holder, the Company shall deliver a certificate evidencing the recording in the Warrant Register of the Warrants by the relevant Registered Holder with the relevant details of such subscription. If the Registered Holder has exercised only part of its Warrants, it must make a new request to the Company to obtain a new certificate.

Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes, and neither the Company shall be affected by any notice to the contrary.

Warrants. The Warrants as they are held by Alvogen or any of its Permitted Transferees (as defined below) may be exercised for cash only; provided, however, that the Warrants and any Ordinary Shares issued upon exercise of the Warrants may be transferred by the holders thereof:

to the direct and/or indirect shareholders of Alvogen, including the shareholders of Celtic Holdings S.C.A.;

by virtue of the holder’s organizational documents upon liquidation or dissolution of the holder;

in the event of the Company’s liquidation; or

in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; and

Terms and Exercise of Warrants.

Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to subscribe for one (1) Ordinary Share of the Company at the price of one cent ($0.01) per share, subject to the adjustments provided in Section 3 hereof. The term “Warrant Price” as used in this Agreement shall mean the price per share described in the prior sentence at which Ordinary Shares are issued at the time a Warrant is exercised.

Duration of Warrants. Subject to Section 2.3., a Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the Trigger Date and (B) terminating at the earliest to occur of (y) the liquidation of the Company in accordance with the Company’s articles of association, as amended from time to time or (z) five (5) years after the date on which the Company issued the Warrants (the “Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

Issuance of Warrants. The Warrants shall be issued on the Trigger Date subject to the receipt by the Company of the Warrant subscription form duly executed by ▇▇▇▇▇▇▇ but, for the avoidance of doubt, no consideration, a form of which is attached hereto in Annex 1.

15 December 2022, where a Successful New Capital Increase has not occurred on or before such date; or

20 December 2022, where any amount (whether principal, interest, costs or otherwise) remains outstanding pursuant to the Subordinated Loan on 20 December 2022.

Exercise of Warrants.

Exercise of the Warrants. The Warrants may only be exercised as per below:

Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by (i) delivering to the Company the election to subscribe for (“Election to Subscribe”, a form of which being attached hereto to Annex 2) any Ordinary Shares up to the maximum of Ordinary Shares permitted pursuant to the exercise of a Warrant, properly completed and executed by the Registered holder and (ii) the payment in full of the Warrant Price for each Ordinary Share as to which the Warrant is exercised in lawful money of the United States, by electronic transfer payable to the Company. For the avoidance of doubt the Warrant can be exercised in full or in part at any time and multiple times during the Exercise Period.

Issuance of Ordinary Shares on Exercise. Within ten (10) business days after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price and upon receipt of any supporting documentation reasonably required for the issuance of the Ordinary Shares with the Company’s transfer agent (which such supporting documentation the Company shall use its reasonable efforts to provide), the Company shall issue to the Registered Holder of such Warrant a book-entry position for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it in the share register of the Company. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless such issuance is exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, (the “Securities Act”). No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise are exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants.

Valid Issuance. The Company hereby undertakes to ensure that all Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement (and subject to the delivery of an Election to Subscribe and payment of the Warrant Price in accordance with this Agreement) shall be freely transferable (subject to any applicable restrictions on transferability pursuant to applicable U.S. securities laws) validly issued, fully paid and non-assessable, free from all encumbrances and pre-emption rights, and shall rank pari passu in all respects, carry the same number of votes per share, confer the same rights, and otherwise be fully fungible with all other fully paid Ordinary Shares of the Company then in issue.

Date of Issuance. Each person in whose name any book-entry position for Ordinary Shares is issued and who is registered in the share register of the Company shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Ordinary Shares have been issued to the relevant holder.

Adjustments

Split-Ups. If after the date hereof, and subject to the provisions of Section 3.6 below, the number of outstanding Ordinary Shares is increased by a capitalization or share dividend payable in Ordinary Shares or securities, options, rights or warrants granting the right to purchase, subscribe or otherwise acquire Ordinary Shares (each, a “Dividend in Kind”), or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such capitalization or share dividend, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares.

Additional Anti-Dilution Protection. If Aztiq elects to convert an amount (when aggregated with all previous exercises of their Conversion Right) in excess of (i) USD 80,000,000 (excluding, for the avoidance of doubt, accrued and capitalised interest) or (ii) to the extent that Aztiq funds up to another USD 25,000,000 prior by 31 December 2022 in excess of USD 80,000,000, plus an amount equal to such additional amount funded (excluding, for the avoidance of doubt, accrued and capitalised interest), pursuant to their Conversion Right (such excess amount being the “Excess Amount”), IW (for the purposes of clause 2.4.1 above) shall be increased by an amount equal to the Relevant Multiple multiplied by the Excess Amount, divided by the Conversion Price. For the avoidance of doubt, if EW is zero immediately prior to the time of the relevant Excess Amount arising, this shall not operate so as to restrict IW from being increased in accordance with this clause 2.4.2.

Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 3.6 hereof, the number of issued and outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Ordinary Shares.

Replacement of Securities upon Reorganization, etc. Subject to the provisions of Section 3.6 below, in case of any reclassification or reorganization of the issued and outstanding Ordinary Shares, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to subscribe and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore exchangeable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ).

Notices of Changes in Warrant. The Company shall give written notice of any proposed adjustment in accordance with this Section 3 to each Registered Holder as soon as practicable (and in any event at least five (5) business days prior to the proposed event affecting the capital of the Company), which notice shall set out all material details of the proposed event and state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares to be issued upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

Adjustment Principles. Notwithstanding any provision contained in this Agreement to the contrary:

the Company shall not issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 3, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder; and

the Company shall not make any adjustments to the terms of a Warrant pursuant to this Section 3 without the prior written consent of the relevant Registered Holder unless the total number and class of securities to be, or capable of being, subscribed for pursuant to a Warrant will carry the same pro rata voting power and economic entitlement to participate in the profits and assets of the Company, as the Ordinary Shares which would have been issued under the Warrant had there been no such adjustment and no such event giving rise to such adjustment.

Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 3, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued pursuant to this Agreement.

Other Events. Subject to the provisions of Section 3.6 above, in case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 3 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 3, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 3 and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

Insolvency. Each Registered Holder shall be treated as if, immediately before the date of the passing of an order or resolution for the opening of the bankruptcy of the Company or the dissolution of the Company in connection with an insolvent winding up of the Company, all its Warrants had been exercised in full and shall accordingly be entitled to receive out of the assets which would otherwise be available to the holders of the Ordinary Shares, such a sum, if any, as it would have received had it been the holder of the number of Ordinary Shares to which it would have been entitled upon exercise by the Registered Holder of all of the Warrants immediately before the date of such order or resolution, after deducting from that sum an amount equal to the Warrant Price which would have been payable by that Registered Holder for such number of Ordinary Shares.

Transfer and Exchange of Warrants.

Registration of Transfer. No Warrant shall be transferred without the Company’s prior consent except to any Permitted Transferee in accordance with Section 1.2. The Company shall register the transfer, from time to time, of any outstanding Warrant in the Warrant Register upon notice of such transfer in accordance with the terms hereof.

Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

N/A.

Other Provisions Relating to Rights of Holders of Warrants.

No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the exchange thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement. The Company hereby confirms that, before the execution of this Agreement, the issuance of the Warrants has been approved by the board of directors of the Company under the authorization given to the board of directors by the general meeting of shareholders of the Company to issue Ordinary Shares (and instruments convertible into Ordinary Shares) as set out in article 6 of the articles of association of the Company (the Authorization). The Company further confirms that the Ordinary Shares to be issued upon the exercise of the Warrants may be issued by the board of directors of the Company in accordance with this Agreement before or after the expiry of the Authorization.

Registration of Ordinary Shares.

Legends on Warrants and Ordinary Shares underlying the Warrants.

It is understood that the Warrants may bear the following or any similar legend, as applicable:

It is understood that the Ordinary Shares to be issued or allocated upon the exercise of the Warrants may bear the following or any similar legend, as applicable:

Miscellaneous Provisions.

Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company in respect of the issuance of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.

Assignment and Successors. Except as expressly provided above, none of the rights or obligations of the Company or Registered Holders under this Agreement may be transferred. Each Registered Holder may assign its rights under this Agreement in respect of any Warrants to any Permitted Transferee that has acquired such Warrants from such Registered Holder and has executed an Adherence Agreement. All the covenants and provisions of this Agreement by or for the benefit of the Company shall bind and inure to the benefit of their respective successors and assigns.

Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered personally to the Party to whom notice is to be given, or (ii) on the first Business Day after delivery to an international courier service, if properly addressed and all costs prepaid, to the Parties as follows:

Either Party may change its address for the purpose of this clause by giving the other Party written notice of its new address.

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg.

Forum. Any disputes arising out of or in connection with this Agreement shall be submitted exclusively to the courts of the City of Luxembourg, Grand Duchy of Luxembourg.

Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

Amendments. This Agreement may be amended by the prior consent of the parties hereto

Further Undertakings. The Company shall promptly do all such acts and/or execute all such documents as each Registered Holder may reasonably specify (and in such form as that Registered Holder may reasonably require):

to confer on that Registered Holder its Warrant and other rights and entitlements intended to be conferred by or pursuant to this Agreement; and/or

for the exercise of its Warrants and the other rights and entitlements under this Agreement.

Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

No failure to exercise, nor any delay in exercising, on the part of the any party, any right or remedy under this Agreement shall operate as a waiver of any such right or remedy. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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Purchase Entirely for Own Account. The Warrants to be received by the Registered Holder hereunder will be acquired for the Registered Holder’s own account, not as nominee or agent, for the purpose of investment and not with a view to the resale or distribution of any part thereof in violation of the U.S. Securities Act of 1933, as amended, (the “Securities Act”), and the Registered Holder has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to the Registered Holder’s right at all times to sell or otherwise dispose of all or any part of the Warrants in compliance with applicable federal and state securities laws. The Warrants are being purchased by the Registered Holder in the ordinary course of its business. Nothing contained herein shall be deemed a representation or warranty by the Registered Holder to hold the Warrants for any period of time. the Registered Holder is not a broker-dealer registered with the Securities and Exchange Commission (“Commission”) under the U.S. Securities Exchange Act of 1934, as amended, (“Exchange Act”) or an entity engaged in a business that would require it to be so registered.

Investment Experience. the Registered Holder acknowledges that it can bear the economic risk and complete loss of its investment in the Warrants and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby.

Qualified Investor. The Registered Holder is a “qualified investor” as defined in the Regulation (EU) 2017/1129.

Disclosure of Information. The Registered Holder has had an opportunity to receive, review and understand all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Warrants, and has conducted and completed its own independent due diligence. The Registered Holder acknowledges that copies of the Company’s filings with the Commission are available on the ▇▇▇▇▇ system. Based on the information the Registered Holder has deemed appropriate, it has independently (or together with its investment adviser) made its own analysis and decision to enter into the Warrant Agreement and Warrant Subscription (together, the “Transaction Documents”). The Registered Holder is relying exclusively on its own investment analysis and due diligence (including professional advice it deems appropriate) with respect to the execution, delivery and performance of the Transaction Documents, the Warrants and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters.

Control Securities. The Registered Holder understands that the Warrants and the Ordinary Shares underlying the Warrants may be characterized as “control securities” under the U.S. federal securities laws if the Registered Holder is an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) and that under such laws and applicable regulations the Warrants and the Ordinary Shares underlying the Warrants may be resold without registration under the Securities Act only in certain limited circumstances.

Legends on Warrants and Ordinary Shares underlying the Warrants.

It is understood that the Warrants may bear the following or any similar legends, as applicable:

It is understood that the Ordinary Shares underlying the Warrants may bear the following or any similar legend, as applicable:

Accredited Investor. The Registered Holder is (a) an “accredited investor” within the meaning of Rule 501 under the Securities Act and has executed and delivered to the Company a questionnaire in substantially the form attached hereto as Annex 1 (the “Investor Questionnaire”), which the Registered Holder represents and warrants is true, correct and complete. the Registered Holder is (b) a sophisticated institutional investor with sufficient knowledge and experience in investing in private equity transactions to properly evaluate the risks and merits of its purchase of the Warrants. The Registered Holder has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the warrants and participation in the transactions contemplated by the Transaction Documents (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to the Registered Holder, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under any law, rule, regulation, agreement or other obligation by which the Registered Holder is bound and (v) are a fit, proper and suitable investment for the Registered Holder, notwithstanding the substantial risks inherent in investing in or holding the Warrants. Independent Investment Decision. The Registered Holder understands that nothing in the Transaction Documents or any other materials presented by or on behalf of the Company to the Registered Holder in connection with the purchase of the Warrants constitutes legal, tax or investment advice. The Registered Holder has consulted such legal, tax and investment advisors as it, in their sole discretion, has deemed necessary or appropriate in connection with its purchase of the Warrants.

No General Solicitation. The Registered Holder did not learn of the investment in the Warrants as a result of any general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (a) any advertisement, article, notice or other communication published in any newspaper, magazine, website, or similar media, or broadcast over television or radio, or (b) any seminar or meeting to which the Registered Holder was invited by any of the foregoing means of communications.

Brokers and Finders. No individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein (each, a “Person”) will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or the Registered Holder for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Registered Holder.

Short Sales Prior to the Date Hereof. Other than consummating the transactions contemplated hereunder, the Registered Holder has not, nor has any Person acting on behalf of or pursuant to any understanding with the Registered Holder, directly or indirectly executed any “short sales”, as defined in Rule 200 of Regulation SHO under the Exchange Act (“Short Sales”), of the securities of the Company during the period commencing as of the time that the Registered Holder was first contacted by the Company or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude or prohibit any actions, with respect to the identification of, the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

No “Bad Actor” Disqualification. The Registered Holder has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act, and the Registered Holder’s responses in the questionnaire delivered to the Company by the Registered Holder related to qualification under Rule 506(d)(1) remain true and correct as of the date hereof.

Represented by:

Represented by:

Represented by:

The undersigned is a trust with total assets in excess of $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.

The undersigned is a bank, insurance company, investment company registered under the United States Investment Company Act of 1940, as amended (the “Companies Act”), a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended, a business development company, a Small Business Investment Company licensed by the United States Small Business Administration, a plan with total assets in excess of $5,000,000 established and maintained by a state for the benefit of its employees, or a private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended.

The undersigned is an employee benefit plan and either all investment decisions are made by a bank, savings and loan association, insurance company, or registered investment advisor, or the undersigned has total assets in excess of $5,000,000 or, if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors.

The undersigned is a corporation, limited liability company, partnership, business trust, not formed for the purpose of acquiring the Securities, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), in each case with total assets in excess of $5,000,000.

The undersigned is an entity in which all of the equity owners (in the case of a revocable living trust, its grantor(s)) qualify under any of the above subparagraphs, or, if an individual, each such individual has a net worth,² either individually or upon a joint basis with such individual’s spouse, in excess of $1,000,000 (within the meaning of such terms as used in the definition of “accredited investor” contained in Rule 501 under the Securities Act), or has had an individual income in excess of $200,000 for each of the two most recent years, or a joint income with such individual’s spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.

The undersigned cannot make any of the representations set forth above.