Common use of Adequate Information; No Reliance; No Pressure Clause in Contracts

Adequate Information; No Reliance; No Pressure. Each of the Undersigned and Holders acknowledges and agrees that (a) it has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange Commission, including, without limitation, all information filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (collectively, the “Public Filings”) and (ii) this Agreement (including the exhibits thereto) (collectively, the “Materials”), (b) it has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Transactions, and to obtain from the Company any information that it considers necessary in making an informed decision with respect to the Transactions and to verify the accuracy of the information set forth in the Public Filings and the other Materials, (c) it has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed decision with respect to the Transactions, (d) it is experienced, sophisticated and knowledgeable in the trading of securities and is able to fend for itself in the Transactions, (e) it is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives or any other entity or person, including X. Xxxx Capital Advisors LLC (“X. Xxxx Capital Advisors”), except for the representations and warranties made by the Company in this Agreement, (f) it had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor X. Xxxx Capital Advisors has placed any pressure on it to respond to the opportunity to participate in the Transactions, (g) the terms of the Transactions are the result of bilateral negotiations between the parties, and each of the Undersigned and Holders was given a meaningful opportunity to negotiate the terms of the Transactions, (h) each Holder has evaluated the tax and other consequences of the Transactions with its tax, accounting or legal advisors, and (i) the Company is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder.

Adequate Information; No Reliance; No Pressure. Each of the The Undersigned and Holders acknowledges each Holder acknowledge and agrees agree that (a) it has the Undersigned and each Holder have been furnished with all materials it considers relevant to making an investment a decision to enter into the Transactions Repurchase and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange CommissionCommission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (collectively, the “Public Filings”) ), and (ii) this Agreement (including the exhibits theretohereto) (collectively, the “Materials”), (b) it has the Undersigned and each Holder have had a full opportunity to ask questions of of, and receive answers from, the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, the Existing Notes and the terms and conditions of the TransactionsRepurchase, and to obtain from the Company any information that it considers necessary in making an informed decision with respect to the Transactions and to verify the accuracy of the information set forth in the Public Filings and the other Materials, (c) it has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed decision with respect no statement or written material contrary to the TransactionsPublic Filings or the Materials has been made or given to the Undersigned or any Holder by or on behalf of the Company, (d) it is experienced, sophisticated the Undersigned and knowledgeable in the trading of securities and is each Holder are able to fend for itself themselves in the TransactionsRepurchase, and (e) it is not relying, the Undersigned and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives or any other entity or person, including X. Xxxx Capital Advisors LLC (“X. Xxxx Capital Advisors”), except for the representations and warranties made by the Company in this Agreement, (f) it each Holder had a sufficient amount of time to consider whether to participate in the Transactions Repurchase and that neither the Company nor X. Xxxx Capital Advisors has not placed any pressure on it the Undersigned or the Holder to respond to the opportunity to participate in the Transactions, (g) the terms of the Transactions are the result of bilateral negotiations between the parties, and each of the Undersigned and Holders was given a meaningful opportunity to negotiate the terms of the Transactions, (h) each Holder has evaluated the tax and other consequences of the Transactions with its tax, accounting or legal advisors, and (i) the Company is not acting as a fiduciary or financial or investment advisor to the Undersigned or any HolderRepurchase.

Adequate Information; No Reliance; No Pressure. Each of the Undersigned and Holders The Holder acknowledges and agrees that (a) it the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange CommissionCommission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (collectively, the “Public Filings”) ), and (ii) this Agreement (including the exhibits thereto) (collectively, the “Materials”), (b) it the Holder has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, Company and the terms and conditions of the TransactionsExchange, and to obtain from the Company any information that it considers necessary in making an informed investment decision with respect to the Transactions and to verify the accuracy of the information set forth in the Public Filings and the other Materials, ; provided that (ca) it the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to the Transactionssuch Exchange, (db) it is experienced, sophisticated and knowledgeable in the trading of securities and is able to fend for itself in the Transactions, (e) it Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives or any other entity or personperson and that the Company is not acting or has acted as an advisor to the Holder in deciding whether to participate in the Exchange, (c) no statement or written material contrary to the Public Filings or the Materials has been made or given to the Holder by or on behalf of the Company, (d) the Holder is able to fend for itself in the Exchange, (e) any disclosure documents, including X. Xxxx Capital Advisors LLC (“X. Xxxx Capital Advisors”)the Public Filings and the Materials, except for or other information provided in connection with the representations and warranties made by Exchange or this Agreement are the Company in this Agreementresponsibility of the Company, (f) it the Holder had a sufficient amount of time to consider whether to participate in the Transactions Exchange and that neither the Company nor X. Xxxx Capital Advisors has not placed any pressure on it the Holder to respond to the opportunity to participate in the TransactionsExchange, (g) the terms Holder did not become aware of the Transactions are Exchange through any form of general solicitation or advertising within the result meaning of bilateral negotiations between Rule 502 under the parties, and each Securities Act or otherwise through a “public offering” under Section 4(a)(2) of the Undersigned and Holders was given a meaningful opportunity to negotiate the terms of the Transactions, Securities Act; (h) each the Holder has evaluated independently made its own analysis and decision to invest in the tax and other consequences of the Transactions with its tax, accounting or legal advisors, Exchange Shares; and (i) the Company is has not acting (1) given any guarantee or representation as a fiduciary or financial or investment advisor to the Undersigned potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of the Exchange; or (2) made any Holderrepresentation to the Holder regarding the legality of the Exchange under applicable investment guidelines, laws or regulations, other than the representations of the Company contained in Article 3 hereof.

Adequate Information; No Reliance; No Pressure. Each of the The Undersigned and Holders each Holder acknowledges and agrees that (a) it has been furnished with all materials it considers relevant to making an investment its decision to enter into the Transactions Purchase and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange Commission, including, without limitation, all information filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (collectively, the “Public Filings”) and (ii) this Agreement (including the exhibits thereto) (collectively, the “Materials”), (b) it has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the TransactionsPurchase, and to obtain from the Company any information that it considers necessary in making an informed decision with respect to the Transactions Purchase and to verify the accuracy of the information set forth in the Public Filings and the other Materials, (c) it has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Purchase and to make an informed decision with respect to the TransactionsPurchase, (d) it is experienced, sophisticated and knowledgeable in the trading of securities and is able to fend for itself in the TransactionsPurchase, (e) it is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or representatives or any other entity or person, including X. Xxxx Capital Advisors LLC (“X. Xxxx Capital Advisors”)JWCA, except for the representations and warranties made by the Company in this Agreement, (f) it had a sufficient amount of time to consider whether to participate in the Transactions Purchase and that neither the Company nor X. Xxxx Capital Advisors JWCA has placed any pressure on it to respond to the opportunity to participate in the Transactions, Purchase and (g) the terms of the Transactions Purchase are the result of bilateral negotiations between the parties, and the Undersigned and each of the Undersigned and Holders was given a meaningful opportunity to negotiate the terms of the Transactions, (h) each Holder has evaluated the tax and other consequences of the Transactions with its tax, accounting or legal advisors, and (i) the Company is not acting as a fiduciary or financial or investment advisor to the Undersigned or any HolderPurchase.

Adequate Information; No Reliance; No Pressure. Each of the Undersigned and Holders The Noteholder acknowledges and agrees that (ai) it has been furnished with had the opportunity to access all materials materials, if any, it considers relevant to making an investment decision to enter into the Transactions Agreement and has had the opportunity to review (and has carefully reviewed) (iA) the Company’s filings and submissions with the Securities and Exchange CommissionCommission (“SEC”), including, without limitation, all information filed or furnished to the SEC pursuant to the Securities Exchange Act of 1934, as amended (collectively, the “Public FilingsExchange Act”) and (ii) this Agreement ), through the SEC’s XXXXX filing system (including the exhibits thereto) (collectively, the “Materials”), and (bB) it has had a full opportunity to ask questions of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Transactions, and to obtain from the Company any information that it considers necessary in making an informed decision with respect to the Transactions and to verify the accuracy of the information set forth in the Public Filings and the other Materialsthis Agreement, (cii) it has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Agreement and to make an informed decision with respect to the TransactionsAgreement, (diii) it is experiencedknowledgeable, sophisticated and knowledgeable experienced in financial and business matters, in making, and is qualified to make, decisions with respect to the transacting in securities representing an investment decision like that involved in the trading sale of securities and is able the Note, has the ability to fend for itself bear the economic risks of transacting in securities, including the TransactionsNote, (eiv) it is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its affiliates or any representatives or any other entity or person, including X. Xxxx Capital Advisors LLC (“X. Xxxx Capital Advisors”), except for the representations and warranties made by the Company in this Agreement, (fv) it had a sufficient amount of time to consider whether to participate in the Transactions Agreement and that neither the Company nor X. Xxxx Capital Advisors has not placed any pressure on it to respond to the opportunity to participate in the Transactions, Agreement and (gvi) the terms of the Transactions Agreement are the result of bilateral negotiations between the parties, and each of the Undersigned and Holders Noteholder was given a meaningful opportunity to negotiate the terms of the Transactions, (h) each Holder has evaluated the tax and other consequences of the Transactions with its tax, accounting or legal advisors, and (i) the Company is not acting as a fiduciary or financial or investment advisor to the Undersigned or any HolderAgreement.