Common use of Acknowledgment Regarding Purchasers’ Purchase of Securities Clause in Contracts

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

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Seller(s) and Company acknowledges acknowledge and agrees agree that each Purchaser 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 no Purchaser is (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an "“affiliate" of the Company or any of its Subsidiaries ” (as defined in Rule 144 promulgated under the Securities Act (or successor rule thereto) (collectively, “Rule 144”)) of the Company, or (iii) to the knowledge of the Companyits knowledge, a "“beneficial owner" ” of more than 10% of the Common Shares shares representing the Securities (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The Seller(s) and Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Seller(s) or Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, thereby and any advice given by a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Seller(s) and Company further represents represent to each the Purchaser 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 Seller(s), Company and its their respective representatives.

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

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser is acting solely in the capacity of an arm's ’s length purchaser with respect to the Transaction Documents Agreements and the transactions contemplated hereby and thereby and that no Purchaser is (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an "“affiliate" ” of the Company or any of its Subsidiaries (as defined in Rule 144144 of the Securities Act) or (iii) to the knowledge of the Company, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange Act). The Company further acknowledges that no Purchaser is 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 Agreements and the transactions contemplated hereby and thereby, and any advice given by a Purchaser or any of its representatives or agents in connection with the Transaction Documents Agreements and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser that the Company's ’s decision to enter into the Transaction Documents Agreements has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each the Purchaser is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents this Agreement and the transactions contemplated hereby and thereby and that no the Purchaser is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an "affiliate" of the Company or any of its Subsidiaries subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a "beneficial owner" of more than 10% of the shares of Common Shares 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 no the Purchaser 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 this Agreement and the transactions contemplated hereby and thereby, and any advice given by a the Purchaser or any of its representatives or agents in connection with the Transaction Documents this Agreement and the transactions contemplated hereby and thereby is merely incidental to such the Purchaser's purchase of the Securities. The Company further represents to each the Purchaser that the Company's decision to enter into the Transaction Documents this Agreement has been based solely on the independent evaluation by the Company and its representatives.

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges Seller(s) and agrees Corporation acknowledge and agree that each Purchaser 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 no Purchaser is (i) an officer or director of the Company or any of its SubsidiariesCorporation, (ii) an "“affiliate" of the Company or any of its Subsidiaries ” (as defined in Rule 144 promulgated under the Securities Act (or successor rule thereto) (collectively, “Rule 144”)) of the Corporation, or (iii) to the knowledge of the Companyits knowledge, a "“beneficial owner" ” of more than 10% of the Common Shares shares representing the Securities (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The Company Seller(s) and Corporation further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company Seller(s) or any of its Subsidiaries Corporation (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company Seller(s) and Corporation further represents represent to each the Purchaser that the Company's Corporation’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 Seller(s), Corporation and its their respective representatives.

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 no Purchaser is (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an "“affiliate" ” of the Company or any of its Subsidiaries (as defined in Rule 144144 of the Securities Act) or (iii) to the knowledge of the Company, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange Act). The Company further acknowledges that no Purchaser is 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 a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's the Purchaser ‘s purchase of the Securities. The Company further represents to each Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser of the Purchasers 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 no Purchaser is (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 the knowledge of the Company’s knowledge, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of under the Exchange Act. The Company further acknowledges that no Purchaser is 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, thereby and any advice given by a any Purchaser or any of its their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company's ’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 no Purchaser is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an "“affiliate" ” of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a "“beneficial owner" ” of more than 10% of the Common Ordinary Shares (as defined for purposes of Rule 13d-3 of the Exchange Act. The Company further acknowledges that no Purchaser is 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 a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each the Purchaser 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 no the Purchaser 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 Securities Act (or a successor rule thereto) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Companyits knowledge, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange Act). The Company further acknowledges that no the Purchaser 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 a the Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such the Purchaser's ’s purchase of the Securities. The Company further represents to each the Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges and agrees its Subsidiaries acknowledge and agree that each Purchaser is acting solely in the capacity of an arm's ’s length purchaser with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby and that no Purchaser is (i) an officer or director of the Company or any of its the Subsidiaries, (ii) an "affiliate" Affiliate of the Company or any of its the Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the CompanyCompany or such Subsidiaries, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange 1934 Act. The Company and the Subsidiaries further acknowledges acknowledge that no the Purchaser 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 a Purchaser the Company or the Subsidiaries or any of its representatives or agents in connection with this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company Notes and its representativesCommon Shares.

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Sellers and Company acknowledges acknowledge and agrees agree that each Purchaser 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 no Purchaser is not (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an "“affiliate" of the Company or any of its Subsidiaries ” (as defined in Rule 144 promulgated under the Securities Act (or successor rule thereto) (collectively, “Rule 144”)) of the Company, or (iii) to the knowledge of the Companyits knowledge, a "“beneficial owner" ” of more than 10% of the Common Shares shares representing the Securities (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The Sellers and Company further acknowledges that no Purchaser is not acting as a financial advisor or fiduciary of the Sellers or 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 a the Purchaser 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 such the Purchaser's ’s purchase of the Securities. The Sellers and Company further represents represent to each the Purchaser 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 Sellers, Company and its their respective representatives.

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 no Purchaser is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an "affiliate" Affiliate of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Companyits knowledge, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange Act. The Company further acknowledges that no Purchaser is 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 a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each the Purchaser 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 no that, prior to the Closing, the Purchaser is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an "“affiliate" ” of the Company or any of its Subsidiaries (as defined in Rule 144405 of the 0000 Xxx) or (iii) to the knowledge of the Company, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange 1934 Act). The Company further acknowledges that no the Purchaser 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 a the Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such the Purchaser's ’s purchase of the Securities. The Company further represents to each the Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges and agrees its Subsidiaries acknowledge and agree that each Purchaser is acting solely in the capacity of an arm's ’s length purchaser with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby and that no the Purchaser is not (i) an officer or director of the Company or any of its the Subsidiaries, (ii) an "affiliate" Affiliate of the Company or any of its the Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the CompanyCompany or such Subsidiaries, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange 1934 Act. The Company and the Subsidiaries further acknowledges acknowledge that no the Purchaser 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 a Purchaser the Company or the Subsidiaries or any of its representatives or agents in connection with this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company Notes and its representativesWarrants.

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser of the Purchasers 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 no Purchaser is (i) an officer or director of the Company or any of its Subsidiariessubsidiaries, (ii) an "“affiliate" ” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto)) of the Company or any of its Subsidiaries (as defined in Rule 144) subsidiaries or (iii) to the knowledge of the Companyits knowledge, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange ActAct of 1934). The Company further acknowledges that no Purchaser is 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, thereby and any advice given by a any Purchaser or any of its their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company's ’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 no Purchaser is (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 the knowledge of the Companyits knowledge, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange Act). The Company further acknowledges that no Purchaser is 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 a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 no Purchaser is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an "“affiliate" ” of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a "“beneficial owner" ” of more than 10% of the Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange Act). The Company further acknowledges that no Purchaser is 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 a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 no Purchaser is (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an "“affiliate" ” of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange Act). The Company further acknowledges that no Purchaser is 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, the Registration Rights Agreement, the Indenture or the Debentures (collectively, the “Transaction Documents Documents”) and the transactions contemplated hereby and thereby, and any advice given by a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges Issuers acknowledge and agrees agree that each Purchaser 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 no Purchaser is (i) an officer or director of the Company or any of its Subsidiariesthe Issuers, (ii) an "“affiliate" ” of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a "“beneficial owner" ” of more than 10% of the shares of Common Shares 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 Issuers acknowledge that no Purchaser is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries the Issuers (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company Issuers further represents represent to each Purchaser that the Company's Issuers’ decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company Issuers and its their representatives.

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser of the Purchasers 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 no Purchaser is (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)) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Companyits knowledge, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange ActAct of 1934). The Company further acknowledges that no Purchaser is 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, thereby and any advice given by a any Purchaser or any of its their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company's ’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 no each Purchaser 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 Securities Act (or a successor rule thereto) of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Companyits knowledge, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange Act). The Company further acknowledges that no each Purchaser 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 a each Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such each Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 no Purchaser is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an "affiliate" Affiliate of the Company or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a "“beneficial owner" ” of more than 10% of the Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange Act). The Company further acknowledges that no Purchaser is 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 has not received or relied on any advice given by a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's purchase of the Securitiesthereby. The Company further represents to each Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 no Purchaser is (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 the knowledge of the Companyits knowledge, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange 1934 Act). The Company further acknowledges that no Purchaser is 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 a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 Purchaser is (i) an officer or director of the Company or any of its SubsidiariesCompany, (ii) an "affiliate" of the Company or any of its Subsidiaries (as defined in Rule 144144 of the 0000 Xxx) or (iii) to the knowledge of the Company, a "beneficial owner" of more than 10% of the shares of Common Shares 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 no Purchaser is 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 a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's purchase of the Securities. The Company further represents to each Purchaser 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 Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser of the Purchasers 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 no Purchaser is (i) an officer or director of the Company or any of its SubsidiariesSubsidiary, (ii) an "“affiliate" of the Company or any of its Subsidiaries ” (as defined in Rule 144) of the Company or any Subsidiary or (iii) to the knowledge of the Companyits Knowledge, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange Act). The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries Subsidiary (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a any Purchaser or any of its their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser that the Company's ’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 of the Company and its representatives. The Company further acknowledges that no Purchaser has made any promises or commitments other than as set forth in this Agreement, including any promises or commitments for any additional investment by any such Purchaser in the Company.

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

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 thereby. and that no Purchaser is (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an "affiliate" Affiliate of the Company or any of its Subsidiaries (as defined in Rule 144) Subsidiaries, or (iii) to the knowledge of the Companyits knowledge, a "“beneficial owner" ” of more than 10% of the shares of Common Shares Stock (as defined for purposes of Rule 13d-3 of the Exchange Act. The Company further acknowledges that no Purchaser is 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 a Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser's ’s purchase of the Securities. The Company further represents to each Purchaser 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.