Common use of Independent Investment Decision Clause in Contracts

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Common Shares pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of the Company or the Placement Agent (or any of their respective agents, counsel or Affiliates) or any other Purchaser or other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company (including, without limitation, by the Placement Agent) to the Purchaser in connection with the purchase of the Securities Common Shares constitutes legal, regulatory, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesCommon Shares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Common Shares and such Purchaser has not relied on the business business, legal or legal regulatory advice of the Placement Agent or any of its their agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Common Shares pursuant to the Transaction Documentsthis Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities Common Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesCommon Shares. Such Purchaser is not relying upon, and has not relied upon, any statement, representation or warranty made by any Person, including the Placement Agent, the Company or the Banks, or their respective representatives, except for the statements, representations and warranties contained in this Agreement Such Purchaser understands that the Placement Agent has acted solely as the agent agents of the Company in this placement of the Securities Common Shares and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2Agreement.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Shares pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesShares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Shares and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser Neither the Placement Agent nor any Affiliate of the Placement Agent has made or makes any representations or warranties with respect representation as to the transactions contemplated hereby other than those specifically set forth in this Section 3.2Company or the quality of the Shares. In connection with the issuance of the Shares to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Purchaser understands that the each Placement Agent has acted solely as the agent of the Company in this placement of the Securities and such Purchaser has not relied on the business or legal advice of any of the Placement Agent Agents or any of its their respective agents, counsel or Affiliates in making its investment decision hereunder, and confirms acknowledges that none of such Persons has made made, or will make, any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges , and agrees that no the Purchaser has will not rely on any statements made by any Placement Agent, orally or makes any representations or warranties with respect in writing, to the transactions contemplated hereby other than those specifically set forth in this Section 3.2contrary.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Preferred Shares pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of the Company or the Placement Agent (or any of their respective agents, counsel or Affiliates) or any other Purchaser or Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company (including, without limitation, by the Placement Agent) to the Purchaser in connection with the purchase of the Securities Preferred Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesPreferred Shares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Preferred Shares and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Securities pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made the representations contained in this Section 3.2 shall not modify, amend or makes affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or warranties any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the transactions contemplated hereby other than those specifically set forth in this Section 3.2future.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to the Transaction Documentsthis Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaserperson’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made the representations contained in this Section 3.2 shall not modify, amend or makes affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or warranties any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the transactions contemplated hereby other than those specifically set forth in this Section 3.2future.

Independent Investment Decision. Such The Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other another Purchaser’s business and/or legal counsel in making such decision. Such The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. Such The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such The Purchaser understands that the Placement Agent has Agents have acted solely as the agent agents of the Company in this placement of the Securities and such the Purchaser has not relied on the business or legal advice of the Placement Agent Agents or any of its their respective agents, representatives, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to the Purchaser in connection with the transactions contemplated by the Transaction Documents. Neither of the Placement Agents nor any of their respective agents, representatives, counsel or Affiliates has any responsibility with respect to the completeness or accuracy or any information or materials furnished to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Preferred Securities and Warrants pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Preferred Securities and Warrants constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesPreferred Securities and Warrants. Such Purchaser understands that the Placement Agent has Agents have acted solely as the agent of the Company in this placement of the Preferred Securities and Warrants and such Purchaser has not relied on the business or legal advice of the Placement Agent Agents or any of its their agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Common Shares pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of the Company or the Placement Agent (or any of their respective agents, counsel or Affiliates) or any other Purchaser or Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company (including, without limitation, by the Placement Agents) to the Purchaser in connection with the purchase of the Securities Common Shares constitutes legal, regulatory, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesCommon Shares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Common Shares and such Purchaser has not relied on the any representation or warranty or any business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its such Purchaser’s investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Preferred Shares pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of the Company or the Placement Agent (or any of their respective agents, counsel or Affiliates) or any other Purchaser or Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company (including, without limitation, by the Placement Agent) to the Purchaser in connection with the purchase of the Securities Preferred Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesPreferred Shares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Preferred Shares and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such 18 Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to the Transaction Documentsthis Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Purchaser understands that the Placement Agent Xxxxxxx Xxxxx has acted solely as the agent of the Company in this placement of the Securities and such Purchaser has not relied on the business or legal advice of the Placement Agent Xxxxxxx Sachs or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documentsthis Agreement. The Purchaser acknowledges that certain information provided by the Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than Purchaser constitute forward-looking information and are based on projections, and that such forward-looking information and projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those specifically set forth contained in this Section 3.2the projections.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. Such Except for the representations, warranties and agreements of the Company expressly set forth in this Agreement, such Purchaser has conducted its own investigation of the Company and the Securities and Warrant Shares and is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the transactions contemplated by this Agreement, the Securities, the Warrant Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. The Purchaser has consulted such legal, tax and investment advisors and made such investigations as itthe Purchaser, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Purchaser understands that the Placement Agent has Agents have acted solely as the agent agents of the Company in this placement of the Securities and such the Purchaser has not relied on the business any statements or legal advice of other information provided by the Placement Agent Agents or any of its or their agents, counsel or Affiliates affiliates in making its investment decision hereunder, and confirms that none of such Persons persons has made any representations or warranties to such the Purchaser in connection with the transactions contemplated by the Transaction Documentsherein. The Company acknowledges Purchaser confirms, in connection with the issue and agrees that no Purchaser has made purchase of the Securities, the Placement Agents have not acted as the Purchaser’s financial advisor or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2fiduciary.

Independent Investment Decision. Such The Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to the Transaction Documents, and such the Purchaser confirms that it has not relied on the advice of any other Purchaser’s the business and/or legal counsel of any third party purchaser of the Company’s securities in making such decision. Such The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. Such The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such The Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities and such the Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such the Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no the Purchaser has not made or makes and does not make any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Shares pursuant to the Transaction Documents, and such . Such Purchaser confirms that it has not relied on the advice of the Company or the Placement Agent (or any of their respective agents, counsel or Affiliates) or any other Purchaser or Purchaser’s business and/or legal counsel in making such decision; provided, however, that each Purchaser has relied on the representations and warranties of the Company set forth in Section 3.1 and the disclosures in the Disclosure Materials. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company (including, without limitation, by the Placement Agent) to the Purchaser in connection with the purchase of the Securities Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesShares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Shares and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Such Purchaser has made or makes any representations or warranties with respect to read and considered the transactions contemplated hereby other than those specifically Risk Factors set forth in Exhibit E to this Section 3.2Agreement before making a decision to purchase the Shares.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Preferred Shares pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of the Company or the Placement Agent (or any of their respective agents, counsel or Affiliates) or any other Purchaser or Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company (including, without limitation, by the Placement Agent) to the Purchaser in connection with the purchase of the Securities Preferred Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such independent legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesPreferred Shares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Preferred Shares and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser (and Purchaser has not relied on any representations or warranties other than those made by the Company herein) in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser Documents or has made or makes performed any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2due diligence review on behalf of such Purchaser.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the such Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Shares and the Warrants and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser Neither the Placement Agent nor any Affiliate of the Placement Agent has made or makes any representations or warranties with respect representation as to the transactions contemplated hereby other than those specifically set forth in this Section 3.2Company or the quality of the Securities. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

Independent Investment Decision. Such Purchaser has --------------------------------- independently evaluated the merits of its decision to purchase Securities Shares pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s 's business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesShares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Shares and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company Such Purchaser acknowledges and agrees that no Purchaser it has made or makes not asked for, and has not received, any representations or warranties advice from Placement Agent Counsel with respect to this Agreement or the transactions contemplated hereby other than those specifically set forth in this Section 3.2hereby.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Shares in the form of Restricted ADSs pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities Shares in the form of Restricted ADSs constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesShares in the form of Restricted ADSs. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Shares in the form of Restricted ADSs and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any direct or implied representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Shares and Warrants and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser Neither the Placement Agent nor any Affiliate of the Placement Agent has made or makes any representations or warranties with respect representation as to the transactions contemplated hereby other than those specifically set forth in this Section 3.2Company or the quality of the Securities. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

Independent Investment Decision. Such The Purchaser has independently evaluated the merits of its decision to purchase Securities Shares pursuant to the Transaction Documentsthis Agreement, and such the Purchaser confirms that it is not relying upon, and has not relied on upon, any statement, representation or warranty made by any Person, except for the advice of any other Purchaser’s business and/or legal counsel statements, representations and warranties contained in making such decisionthis Agreement. Such The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities Shares constitutes legal, tax or investment advice. Such The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesShares. Such The Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Shares and such the Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such the Purchaser in connection with the transactions contemplated by the Transaction Documentsthis Agreement. (k) Reliance on Exemptions. The Purchaser understands that the Shares being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company acknowledges is relying in part upon the truth and agrees that no accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth herein in this Section 3.2.order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares. 19

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Shares pursuant to the Transaction Documents, and such . Such Purchaser confirms that it has not relied on the advice of the Company or the Placement Agents (or any of their respective agents, counsel or Affiliates) or any other Purchaser or Purchaser’s business and/or legal counsel in making such decision; provided, however, that each Purchaser has relied on the representations and warranties of the Company set forth in Section 3.1 and the disclosures in the Company’s SEC Reports. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company (including, without limitation, by the Placement Agents) to the Purchaser in connection with the purchase of the Securities Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesShares. Such Purchaser understands that the Placement Agent has Agents have acted solely as the agent of the Company in this placement of the Securities Shares and such Purchaser has not relied on the business or legal advice of the Placement Agent Agents or any of its their agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities the Shares pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of the Company or the Placement Agent (or any of their respective agents, counsel or Affiliates) or any other Purchaser or Purchaser’s business and/or legal counsel in making such decision; provided, however, that each Purchaser has relied on the representations and warranties of the Company set forth in Section 3.1 of this Agreement and the disclosures in the Company’s SEC Reports. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company (including, without limitation, by the Placement Agent) to the Purchaser in connection with the purchase of the Securities Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesShares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Shares and such Purchaser has not relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Shares pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of the Company or the Placement Agent (or any of their respective agents, counsel, or Affiliates) or any other Purchaser or other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company (including, without limitation, by the Placement Agent) to the Purchaser in connection with the purchase of the Securities Shares constitutes legal, tax regulatory, tax, or investment advice. Such Purchaser has consulted such legal, tax tax, and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesShares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Shares and such Purchaser has not relied on the business business, legal, or legal regulatory advice of the Placement Agent or any of its their agents, counsel counsel, or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities Shares pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of the Company or the Placement Agent (or any of their respective agents, counsel, or Affiliates) or any other Purchaser or other Purchaser’s business and/or legal counsel in making such decision; provided that the foregoing shall in no way limit such Purchaser’s right to rely on the truth, accuracy and completeness of the representations and warranties of the Company made herein. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company (including, without limitation, by the Placement Agent) to the Purchaser in connection with the purchase of the Securities Shares constitutes legal, tax regulatory, tax, or investment advice. Such Purchaser has consulted such legal, tax tax, and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the SecuritiesShares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities Shares and such Purchaser has not relied on the business business, legal, or legal regulatory advice of the Placement Agent or any of its their agents, counsel counsel, or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.