Common use of Acknowledgment Regarding Buyer’s Purchase of Securities Clause in Contracts

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision of the Company and each of the Subsidiaries to enter into the Transaction Documents Documents, as applicable, has been based solely on the independent evaluation by the Company Company, its Subsidiaries and its their representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and and, except as disclosed by such Bxxxx on the signature page of such Buyer, that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, Subsidiaries or (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company (an “Affiliate”) or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act)Subsidiaries. The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144 of the 0000 Xxx) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the Company's knowledge, an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting individually and solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not is: (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the Buyer (or any affiliate of the Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” (as defined in Rule 144) " of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) except as set forth on Schedule 3(f), an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) except as set forth on Schedule 3(f), to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule 144) 144 of the Company or any of its Subsidiaries 1000 Xxx) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of used in this Agreement, the term "affiliate" shall have the meaning set forth in Rule 13d-3 405 of the 1934 1933 Act). The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Company Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than ten percent (10% %) of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities and Exchange Act of 1934 Act, as amended (“1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “"affiliate” (as defined in Rule 144) " of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe Knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer Xxxxx is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s 's purchase of the Securities. The Company further represents to the Buyer that the Company’s 's decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with in respect to of the Transaction Documents and the transactions contemplated hereby and thereby and that the that, except as set forth on SCHEDULE 3(F), no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that that, except as set forth on SCHEDULE 3(F), to the knowledge of the Company, no Buyer is not acting as a financial advisor or fiduciary of any of ShellCo, the Company or any of its Subsidiaries Subsidiary (or in any similar capacity) with in respect to of the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision of the Company and each of the Subsidiaries to enter into the Transaction Documents to which such Person is a party has been based solely on the independent evaluation by the Company Company, such Subsidiaries and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer (other than such Person as set forth on Schedule 3(f) attached hereto, each an “Insider Buyer”) is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the to its actual knowledge, each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the that, except as set forth on Schedule 3(f), no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its actual knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock Ordinary Shares or ADSs (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting individually and solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not is: (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Class A Common Stock (as defined for purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144144 under the 0000 Xxx) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 405 of the 1000 Xxx) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not prior to the transactions contemplated by the Transaction Documents, except as contemplated in the Transaction Documents, (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”))) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule 144) 144 of the Company or any of its Subsidiaries 0000 Xxx) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of used in this Agreement, the term "affiliate" shall have the meaning set forth in Rule 13d-3 405 of the 1934 1933 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyersuch Bxxxx’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby thereby, and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its the Company’s knowledge, a “beneficial owner” of more than 10% of the shares of Company Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges Each Buyer represents and agrees warrants that the Buyer it is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents (as defined below) and the transactions contemplated hereby and thereby and that the Buyer it is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “"beneficial owner” " of more than 10% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company Each Buyer further acknowledges represents and warrants that the Buyer it is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer it or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s its purchase of the Securities. The Company Buyer further represents to the Buyer Company that the Company’s Buyer's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company Buyer and its representatives. Neither such evaluation nor any other due diligence investigations conducted by the Buyer or its representatives shall modify, amend or affect the Buyer's right to rely on the Company's representations and warranties contained herein.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s 's purchase of the Securities. The Company further represents to the Buyer that the Company’s decision of the Company and each of the Subsidiaries to enter into the Transaction Documents Documents, as applicable, has been based solely on the independent evaluation by the Company Company, its Subsidiaries and its their representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that that, except as set forth in any Schedule 13D or Schedule 13G filed with the SEC regarding the ownership of 10% or more of the shares of Common Stock or as disclosed in Schedule 3(f), no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to the Company’s Knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe Company’s Knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives. “Company’s Knowledge” and terms of similar import mean the actual knowledge, after reasonable inquiry, of Xxxxx X. Xxxxxxxxx and Xxxxxxxx Xxxxxx.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and thereby. The Company further acknowledges that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “"affiliate” (as defined in Rule 144) " of the Company or any of its Subsidiaries (as defined in Rule 405 of the 0000 Xxx) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the Company’s knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144 under the 0000 Xxx) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to the Company’s Knowledge, an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledgethe Company’s Knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 13d­3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the that, to its knowledge, each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representativestransactions contemplated hereby other than those specifically set forth in Section 2.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is, to the Buyer is not knowledge of the Company (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company (an “Affiliate”) or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer (other than Mxxxxxx Xxxxxxx and Rxxxxx Xxxxxxx) is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “"affiliate” (as defined in Rule 144) " of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the that, except as set forth in Schedule 3(f), each Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144), if any, or (iii) to its knowledgethe Company’s Knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the that, except as set forth in Schedule 3(f), each Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) ), if any, with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer Buyers or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s Buyers’ purchase of the Securities. The Company further represents to the Buyer Buyers that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer (other than MHR Fund Management, LLC (“MHR”)) is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the that, to its knowledge each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the that, to its knowledge, no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the an independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “"affiliate” " (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock Shares (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Buyer Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiariesis, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act)Ordinary Shares. The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Buyer Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Buyer Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s and each Subsidiary’s decision to enter into the Buyer Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Company, each Subsidiary and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 105% of the shares of Common Stock Ordinary Shares (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (as defined in Rule 405 of the 1930 Xxx) xr (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, Subsidiaries or (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company (an “Affiliate”) or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act)Subsidiaries. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Each of the Stockholder and the Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Each of the Stockholder and the Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Stockholder, the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Each of the Stockholder and the Company further represents to the each Buyer that the Stockholder’s, the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company Stockholder, the Company, each Subsidiary and its their respective representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) 144 of the Company or any of its Subsidiaries 0000 Xxx) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees based, in part, on the Buyer’s representations in Section 2, that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting individually and solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not is: (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Class A Common Stock (as defined for purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act"). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer (other than Bai Feng) is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and and, to the knowledge of the Company, that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock Ordinary Shares or the ADSs (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” (as defined in Rule 144) " of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, Subsidiaries or (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company (an “Affiliate”) or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act)Subsidiaries. The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that that, assuming the accuracy of the Buyer's representations and warranties, no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT")). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting individually and solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Class A Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Except as set forth in the Disclosure Schedule or the SEC Documents, the Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144 of the 1000 Xxx) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and therebyhereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) to the knowledge of the Company, an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyersuch Bxxxx’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision decisions to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 13d3 of the 1934 Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision of the Company and each of the Subsidiaries to enter into the Transaction Documents Documents, as applicable, has been based solely on the independent evaluation by the Company Company, its Subsidiaries and its their representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer (nor any affiliate of any Buyer) is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company (an “Affiliate”) or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives. The Company has never been a “shell” company under applicable rules of the SEC.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 144 of the 1933 Act), or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s 's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an “"affiliate” " of the Company (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledgethe knowledge of the Company, a “"beneficial owner” " of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act")). The Company further acknowledges acknowledges, to the best of the Company's knowledge, that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s 's purchase of the Securities. The Company further represents to the each Buyer that the Company’s 's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the such Buyer’s purchase of the Securities. The Company further represents to the each Buyer that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that the no Buyer is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries (as defined in Rule 405 of the Securities Act) or (iii) to its knowledgethe knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Exchange Act). The Company further acknowledges that the no Buyer is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.