Opinion of Financial Advisor The Company has received the opinion of Xxxxx, Xxxxxxxx & Xxxx, Inc., dated the date of this Agreement, to the effect that, as of such date, the consideration to be received in the Merger by the holders of Company Common Stock not affiliated with Parent is fair to such holders from a financial point of view and a copy of the signed opinion has been provided to Parent.
Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.