Common use of Other Acknowledgments Clause in Contracts

Other Acknowledgments. (a) Each of the Sellers hereby represents, warrants and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers may have material non-public information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ interests. Each of the Sellers acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers acknowledges that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers are “accredited investors” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The sale of the Purchased Shares by Sellers (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellers. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each member of the Sellers Icahn Group hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ the Icahn Group’s decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ the Icahn Group’s interests. Each member of the Sellers Icahn Group acknowledges and agrees agrees, severally with respect to itself or himself only and not with respect to any other such party, that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or otherwise arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each member of the Sellers Icahn Group further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none no such member of the Sellers Icahn Group is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each Such member of the Sellers Icahn Group has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of member of the Sellers Icahn Group acknowledges that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers are Each member of the Icahn Group represents that (i) such member is an “accredited investorsinvestor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The , and (ii) the sale of the applicable Purchased Shares by Sellers such member (ix) was privately negotiated in an independent transaction and (iiy) does not violate any rules or regulations applicable to Sellerssuch member. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each member of the Sellers Icahn Group hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ the Icahn Group’s decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ the Icahn Group’s interests. Each of member of the Sellers Icahn Group acknowledges and agrees agrees, severally with respect to itself or himself only and not with respect to any other such party, that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each member of the Sellers Icahn Group further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none no such member of the Sellers Icahn Group is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each Such member of the Sellers Icahn Group has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of member of the Sellers Icahn Group acknowledges that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers are Each member of the Icahn Group represents that (i) such member is an “accredited investorsinvestor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The , and (ii) the sale of the applicable Purchased Shares by Sellers such member (ix) was privately negotiated in an independent transaction and (iiy) does not violate any rules or regulations applicable to Sellerssuch member. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have provided such Seller with material non-public information nonpublic information, or refrained from providing such Seller with material nonpublic information, concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects prospects, and that such information could be material to the Sellers’ decision to sell the Purchased Shares or otherwise materially adverse to the Sellers’ interests. Each of the Sellers represents and acknowledges that it understands the disadvantage to which it might be subject on account of the disparity of information between it and the Company. Each of the Sellers acknowledges and agrees that FSAM, the Buyers and the Company shall have has no obligation to disclose to it or him any such material nonpublic information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action that it or he has or may have against Company, FSAM the Company and the Buyers, and their respective Affiliatesits Affiliates (as defined below), officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of the disclosure or nondisclosure of such material nonpublic information or the sale of the Purchased Shares hereunder. Each of the Sellers hereby represents and acknowledges that it has conducted its own investigation with respect to the transactions contemplated hereby. (b) Each of the Sellers further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shareshereby, none of the Sellers is relying on FSAM, the Buyers or the Company (or any Affiliate, officer, director, employee, agent or representative thereof). Each of the Sellers has carefully considered and, to the extent that it or he believes such discussion necessary, discussed with professional its legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shareshereby. Each of the Sellers acknowledges and agrees that none of FSAM, the Buyers or neither the Company or nor any of their respective partnersits Affiliates, officers, directors, officersemployees, subsidiaries agents or Affiliates representatives has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers are “accredited investors” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The sale of the Purchased Shares by Sellers (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellers. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Samsung hereby representsrepresents and acknowledges, warrants and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ Samsung’s decision to sell the Purchased Redeemed Shares or otherwise materially adverse to Sellers’ Samsung’s interests. Each of the Sellers Samsung acknowledges and agrees agrees, that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Redeemed Shares hereunder. (b) Each of the Sellers Samsung further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Redeemed Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Redeemed Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Redeemed Shares, none of the Sellers Samsung is not relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers Samsung has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Redeemed Shares. Each of the Sellers Samsung acknowledges that none of FSAM, the Buyers or the Company or any of their respective partners, its directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers are Samsung represents that (i) Samsung has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making their investment decision regarding the transactions contemplated hereby and of making an informed investment decision, (ii) Samsung is an “accredited investorsinvestor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The , and (iii) the sale of the Purchased Redeemed Shares by Sellers Samsung (ix) was privately negotiated in an independent transaction and (iiy) does not violate any rules or regulations applicable to SellersSamsung. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Seller and each Oaktree Fund hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ Seller’s or such Oaktree Fund’s decision to sell the its Purchased Shares or otherwise materially adverse to Sellers’ its interests. Each of the Sellers Seller and each Oaktree Fund acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable lawlaw (including the federal securities laws), any and all claims and causes of action it or he has or may have against Company, FSAM the Company and the Buyers, and their respective its Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Seller and each Oaktree Fund further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the its Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the its Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the its Purchased Shares, none of the Sellers Seller and each Oaktree Fund is not relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers Seller and each Oaktree Fund has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the its Purchased Shares. Each of the Sellers Seller and each Oaktree Fund acknowledges that none of FSAM, the Buyers or neither the Company or nor any of their respective partners, its directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind with respect to the Company except as expressly set forth in this Agreement. (c) Sellers Seller and such Oaktree Fund are “accredited investors” as defined in Rule 501 promulgated under the Securities Act of 1933, as amendedAct. The sale of the Purchased Shares by Sellers Seller (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to SellersSellers or to the Oaktree Funds. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each Chelsey represents, acknowledges and confirms as of the Sellers date of this Xxxxxxent with respect to the transactions contemplated hereby represents, warrants and acknowledges that it or he when agreeing to any other matter with Richemont that: (i) Chelsey (1) is a sophisticated institutional investor and that has such kxxxxxxxe and experience in financial and business matters as to be capable of evaluating independently the merits, risks and suitability of entering into this Agreement and the transactions contemplated hereby, (2) is able to bear the risks attendant to the transactions contemplated hereby for an indefinite period, (3) is dealing with Richemont on a professional arms-length basis and neither Richemont nor any of its affiliates or representatives is acting as a fiduciary or advisor to Chelsey with respect to this Agreement and any of the transactions cxxxxxxxated hereby, and (4) has expertise in assessing tax, legal, jurisdictional and regulatory risk. (ii) Chelsey has itself been, and will continue to be, solely responsible xxx xxking its own independent appraisal of and investigations into, and in connection with this Agreement and the transactions contemplated hereby it or he knows that has made such an independent appraisal of and investigation into, the Companyfinancial condition, FSAM or the Buyers may have material non-public information concerning the Company creditworthiness, affairs, status and nature of Hanover and its condition (financial related companies and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ interests. Each of the Sellers acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyersnot relied, and their respective Affiliateswill not hereafter rely, officerson Richemont or any affiliate, partnersrepresentative or agent of Richemont or any other third party with respect to such matters or to update them with respect to such matters or to keep such matters under review on its behalf. In addition, directorswithout limiting the foregoing, employeesChelsey has not relied, agents and representatives based uponwill not hereafter rely, on Richemont or xxx xxfiliate, representative or agent of Richemont or any other third party with respect to information relating to or arising out of nondisclosure of such information or in any way affecting the sale of the Purchased Shares hereunderShares. (biii) Each Chelsey is receiving the transfer of the Sellers further represents that it Shares hereunder for investxxxx xxrposes, and not with a view to, or he for a resale in connection with, any distribution of such Shares. Chelsey has adequate information concerning not entered into any agreement, contract, understanding xx xxxxitment to and has no present intention to offer, sell, transfer or otherwise dispose of any portion of such Shares either currently or after the business passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance and financial condition has not offered for sale or entered into any negotiations for the sale or transfer of any of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers acknowledges that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (civ) Sellers are “accredited investors” as defined in Rule 501 promulgated Chelsey understands that the shares of Series B Preferred Stock have xxx xxen registered under the Securities Act of 1933, as amended. The sale of amended (the Purchased Shares by Sellers (i) was privately negotiated in an independent transaction "Securities Act"), and (ii) does not violate any rules or regulations applicable that the certificate evidencing such shares bears a legend to Sellersthat effect. (dv) The CompanyChelsey understands that the shares of Common Stock bear a restrictixx xxxxnd pursuant to Section 2(b)(viii) of that certain Agreement, FSAM dated as of December 19, 2001, between Hanover and the Buyers are relying Richemont. (vi) Chelsey acknowledges that in connection with its investment in Hanovxx, Xxxhemont has informed Chelsey that Richemont and its affiliates, representatives or agents xxx xxve possession of material non-public information that could have a bearing on the representationsprice or valuation of the Shares, warranties but which Richemont and acknowledgments made by each Seller in Sections 4.1its affiliates, 4.2representatives or agents may not be permitted to disclose, 4.3shall not disclose and/or have not disclosed to Chelsey. Chelsey acknowledges and agrees that Richemont and its affixxxxxx, 4.4, 4.5, 4.6, 4.7, 4.8 rxxxxxxxtatives and 4.9(a), (b) and (c)agents shall have no obligation whatsoever to, and that Richemont shall have no obligation whatsoever to cause such affiliates, representatives or agents to, disclose any such information to Chelsey and Chelsey hereby waives any rights to receive such informaxxxx xxd forxxxx xxives, to the Companymaximum extent permitted by law, FSAM on its own behalf and on the Buyers would not have entered into this Agreement in the absence behalf of its affiliates, successors and assigns, any claims or remedies arising out of or relating to any such representations, warranties and acknowledgmentsnon-disclosure.

Other Acknowledgments. (a) Each of the Sellers Seller hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ Seller’s decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ Seller’s interests. Each of the Sellers Seller acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunderinformation. (b) Each of the Sellers Seller further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers Seller is not relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers Seller has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Seller acknowledges that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers are Seller acknowledges and understands that the Company may pursue opportunities or disclose results or other information that may increase the value of the Purchased Shares. Nevertheless, Seller is selling the Purchased Shares based upon its own free will with full understanding of the foregoing. Neither the Company nor any of its officers, directors, stockholders, affiliates or agents has made any representation to Seller about the advisability of this decision or the potential future value of the Purchased Shares. Seller agrees that neither the Company nor any of such persons is under any obligation to disclose to it any information or opinion they may have about the potential future value of the Company’s capital stock, even if such information is material. (d) Seller represents, that (i) such Seller is an “accredited investorsinvestor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The , and (ii) the sale of the applicable Purchased Shares by Sellers such Seller (ia) was privately negotiated in an independent transaction and (iib) does not violate any rules or regulations applicable to Sellerssuch Seller. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Seller hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ Seller's' decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ Seller's interests. Each of the Sellers Seller acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Seller further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers Seller is not relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers has Seller carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Seller acknowledges that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has not made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers are “Seller is an "accredited investors” investor" as defined in Rule 501 promulgated under the Securities Act of 1933, as amendedAct. The sale of the Purchased Shares by Sellers Seller (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to SellersSeller. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Sellers, Third Point and Xx. Xxxx hereby representsrepresents and acknowledges, warrants severally with respect to itself or himself only and acknowledges not with respect to any other such party, that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ ' decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ ' interests. Each of the Sellers Sellers, Third Point and Xx. Xxxx acknowledges and agrees agrees, severally with respect to itself or himself only and not with respect to any other such party, that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Sellers, Third Point and Xx. Xxxx further represents represents, severally with respect to itself or himself only and not with respect to any other such party, that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers such Seller, Third Point or Xx. Xxxx, as applicable, is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers Such Seller, Third Point or Xx. Xxxx, as applicable, has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers acknowledges Sellers, Third Point and Xx. Xxxx acknowledges, severally with respect to itself or himself only and not with respect to any other such party, that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Each of Sellers are “represents, severally with respect to itself only and not with respect to any other such party, that (i) such Seller is an "accredited investors” investor" as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The , and (ii) the sale of the applicable Purchased Shares by Sellers such Seller (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellerssuch Seller. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Seller hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ Seller's' decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ Seller's interests. Each of the Sellers Seller acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Seller further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers Seller is not relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers has Seller carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Seller acknowledges that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has not made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. . (c) Sellers are “Seller is an "accredited investors” investor" as defined in Rule 501 promulgated under the Securities Act of 1933, as amendedAct. The sale of the Purchased Shares by Sellers Seller (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to SellersSeller. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers hereby representsrepresents and acknowledges, warrants severally with respect to itself or himself only and acknowledges not with respect to any other such party, that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ ' decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ ' interests. Each of the Sellers acknowledges and agrees agrees, severally with respect to itself or himself only and not with respect to any other such party, that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers further represents represents, severally with respect to itself or himself only and not with respect to any other such party, that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers such Seller, as applicable, is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers Such Seller, as applicable, has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers acknowledges Sellers, acknowledges, severally with respect to itself or himself only and not with respect to any other such party, that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Each of Sellers are “accredited investors” as defined in Rule 501 promulgated under represents, severally with respect to itself only and not with respect to any other such party, that (1) the Securities Act of 1933, as amended. The sale of the applicable Purchased Shares by Sellers such Seller (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellerssuch Seller. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Sellers, KSA Capital, KSA Capital, LLC and Xx. Xxxxxxxx hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have provided such Person with material non-public information Confidential Information, or refrained from providing such Person with material Confidential Information, concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ interests. Each of the Sellers Sellers, KSA Capital, KSA Capital, LLC and Xx. Xxxxxxxx acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM the Company and the Buyers, and their respective its Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of the disclosure or nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Sellers, KSA Capital, KSA Capital, LLC and Xx. Xxxxxxxx further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers Sellers, KSA Capital, KSA Capital, LLC or Xx. Xxxxxxxx is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers Sellers, KSA Capital, KSA Capital, LLC and Xx. Xxxxxxxx has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Sellers, KSA Capital, KSA Capital, LLC and Xx. Xxxxxxxx acknowledges that none of FSAM, the Buyers or neither the Company or nor any of their respective partners, its directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers Sellers, KSA Capital, KSA Capital, LLC and Xx. Xxxxxxxx are “accredited investors” as defined in Rule 501 promulgated under the Securities Act of 1933, as amendedAct. The sale of the Purchased Shares by Sellers (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellers. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Seller hereby represents, warrants and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ such Seller’s decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ such Seller’s interests. Each of the Sellers Seller acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM Company and the Buyersits Affiliates, and its or their respective Affiliates, officers, partners, directors, employees, agents and representatives Representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Seller further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect Each Seller has received and otherwise obtained all the information it considers necessary or appropriate for deciding whether to dispose of its Purchased Sales. Each Seller understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to such Seller in connection with the sale of the Purchased Shares constitutes legal, regulatory, tax, or investment advice, and none of the Sellers is relying on the Company (or any agent or Representative thereof) regarding any legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers Seller has carefully considered and, to the extent it or he believes such discussion is necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Seller acknowledges that none of FSAM, the Buyers or the Company or any of their respective partnersits stockholders, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers are Each Seller is an “accredited investorsinvestor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The sale of the Purchased Shares by the Sellers (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to the Sellers. (d) The Company, FSAM and the Buyers are Company is relying on the representations, warranties and acknowledgments made by each Seller Apeiron Party in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c)this Article III, and the Company, FSAM and the Buyers Company would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each member of the Sellers Icahn Group that is a Seller hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows has such knowledge and experience in financial and business matters and in making investment decisions regarding the sale of Purchased Shares and of making an informed investment decision. Each member of the Icahn Group that is a Seller represents and acknowledges that the Company, FSAM or the Buyers Company may have material non-non- public information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ the Icahn Group’s decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ the Icahn Group’s interests. Each member of the Sellers Icahn Group acknowledges and agrees agrees, severally with respect to itself or himself only and not with respect to any other such party, that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder.information (b) Each member of the Sellers Icahn Group that is a Seller further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, has independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none no such member of the Sellers Icahn Group is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each Such member of the Sellers Icahn Group has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of member of the Sellers Icahn Group acknowledges that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers are Each member of the Icahn Group that is a Seller represents that (i) such member is an “accredited investorsinvestor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The , and (ii) the sale of the applicable Purchased Shares by Sellers such member (ix) was privately negotiated in an independent transaction and (iiy) does not violate any rules or regulations applicable to Sellerssuch member. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Seller hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows has such knowledge and experience in financial and business matters and in making investment decisions regarding the sale of the Purchased Units and in making an informed investment decision. Seller represents and acknowledges that the Company, FSAM or the Buyers Partnership may have material non-public information concerning the Company Partnership and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ Seller’s decision to sell the Purchased Shares Units or otherwise materially adverse to Sellers’ the Seller’s interests. Each of the Sellers Seller acknowledges and agrees that FSAM, the Buyers and the Company Partnership shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM the Partnership and the Buyers, and their its respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or otherwise arising out of nondisclosure of such information or the sale of the Purchased Shares Units hereunder. (b) Each of the Sellers Seller further represents that it or he has adequate information concerning the business and financial condition of the Company Partnership to make an informed decision regarding the sale of the Purchased Shares Units and has, has independently and without reliance upon FSAM, the Buyers or the CompanyPartnership, made its or his own analysis and decision to sell the Purchased SharesUnits. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased SharesUnits, none of the Sellers Seller is not relying on FSAM, the Buyers or the Company Partnership (or any agent or representative thereof). Each of the Sellers Seller has carefully considered and, to the extent it or he believes such discussion necessary, discussed with its own professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased SharesUnits. Each of the Sellers Seller acknowledges that none of FSAM, the Buyers or the Company Partnership or any of their its respective partners, directors, officers, subsidiaries or Affiliates has made or makes makes, and Seller is not relying on, any representations or warranties, whether express or implied, of any kind except as expressly set forth in Article III of this Agreement, and the Partnership hereby disclaims any other express or implied representations or warranties with respect to itself. (c) Sellers are Seller represents that (i) it is an “accredited investorsinvestor” as defined in Rule 501 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. The , and (ii) the sale of the applicable Purchased Shares Units by Sellers Seller (ix) was privately negotiated in an independent transaction and (iiy) does not violate any rules or regulations applicable to SellersSeller. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. The Shareholders, jointly and severally, represent, acknowledge and confirm as of the date of this Agreement with respect to the transactions contemplated hereby or when agreeing to any other matter with FirstFlight that: (ai) Each of the Sellers hereby represents, warrants and acknowledges that it or he Shareholder (A) is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers may have material non-public information concerning the Company has such knowledge and its condition (experience in financial and otherwise)business matters as to be capable of evaluating independently the merits, results risks and suitability of operations, businesses, properties, plans entering into this Agreement and prospects and that such information could be material to Sellers’ decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ interests. Each of the Sellers acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreementhereby, including (B) is able to bear the sale of the Purchased Shares, none of the Sellers is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers has carefully considered and, risks attendant to the extent it transactions contemplated hereby for an indefinite period, (C) is dealing with FirstFlight on a professional arms’-length basis and neither FirstFlight nor any of its affiliates or he believes such discussion necessary, discussed representatives is acting as a fiduciary or advisor to the Shareholders with professional legal, tax, accounting, financial respect to this Agreement and other advisors the suitability any of the transactions contemplated by this Agreementhereby, including (D) has expertise in assessing tax, legal, jurisdictional and regulatory risk, and (E) is acquiring the sale A Common Stock on an “As Is Where Is” basis without any representation or warranty of the Purchased Shares. Each of the Sellers acknowledges that none of FSAMany kind, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly is set forth in this AgreementSection 3 hereof. (cii) Sellers Each Shareholders has been, and will continue to be, solely responsible for making his or her own independent appraisal of and investigations into, and in connection with this Agreement and the transactions contemplated hereby it has made such an independent appraisal of and investigation into, the financial condition, creditworthiness, affairs, status and nature of Airborne and FirstFlight and their respective related companies and neither of them has relied, and will not hereafter rely, on FirstFlight or any affiliate, representative or agent of FirstFlight or any other third party with respect to such matters or to update them with respect to such matters or to keep such matters under review on their behalf. In addition, without limiting the foregoing, the Shareholders have not relied, and will not hereafter rely, on FirstFlight or any affiliate, representative or agent of FirstFlight or any other third party with respect to information relating to or in any way affecting the A Common Stock, the FirstFlight Securities, the business and operations of Airborne or FirstFlight or the decision of exchange the FirstFlight Securities for the A Common Stock. (iii) The Shareholders are “accredited investors” as defined receiving the transfer of the A Common Stock hereunder for investment purposes, and not with a view to, or for a resale in Rule 501 promulgated connection with, any distribution of the A Common Stock. The Shareholders have not entered into any agreement, contract, understanding or commitment to and has no present intention to offer, sell, transfer or otherwise dispose of any portion of the A Common Stock either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance and has not offered for sale or entered into any negotiations for the sale or transfer of any of the A Common Stock. (iv) The Shareholders understand that the A Common Stock has not been registered under the Securities Act of 1933, as amended. The sale of amended (the Purchased Shares by Sellers (i) was privately negotiated in an independent transaction “Securities Act”), and (ii) does not violate any rules or regulations applicable that the certificates evidencing such shares bear a legend to Sellersthat effect. (dv) The CompanyShareholders acknowledges that in connection with its investment in Airborne, FSAM FirstFlight and its affiliates, representatives or agents may have possession of material non-public information that could have a bearing on the price or valuation of the A Common Stock and the Buyers FirstFlight Securities, but which FirstFlight and their affiliates, representatives or agents are relying not permitted to disclose and/or shall not disclose to the Shareholders. Each Shareholder acknowledges and agrees that FirstFlight and its affiliates, representatives and agents shall have no obligation whatsoever to, and that FirstFlight shall have no obligation whatsoever to cause such affiliates, representatives or agents to, disclose any such information to the Shareholders and the Shareholders hereby waive any rights to receive such information and forever waive, to the maximum extent permitted by law, on its own behalf and on the representationsbehalf of its affiliates, warranties successors and acknowledgments made by each Seller in Sections 4.1assigns, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence any claims or remedies arising out of or relating to any such representations, warranties and acknowledgmentsnon-disclosure.

Other Acknowledgments. (a) Each of the Sellers Seller hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows acknowledges that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects (including potential strategies, transactions, facts or circumstances that, if consummated, could be material to the Company) and that such information could be material to Sellers’ Seller's' decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ Seller's interests. Each of the Sellers Seller acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM the Company and the Buyers, and their respective its Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Seller further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers Seller is not relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers has Seller carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Seller acknowledges that none of FSAM, the Buyers or neither the Company or nor any of their respective partners, its directors, officers, subsidiaries or Affiliates has not made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers are “Seller is an "accredited investors” investor" as defined in Rule 501 promulgated under the Securities Act of 1933, as amendedAct. The sale of the Purchased Shares by Sellers Seller (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to SellersSeller. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Sellers, Third Point and Xx. Xxxx hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM Buyer or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ interests. Each of the Sellers Sellers, Third Point and Xx. Xxxx acknowledges and agrees that FSAM, the Buyers Buyer and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against CompanyBuyer, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Sellers, Third Point and Xx. Xxxx further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers Buyer or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers Sellers, Third Point or Xx. Xxxx is relying on FSAM, the Buyers Buyer or the Company (or any agent or representative thereof). Each of the Sellers Sellers, Third Point and Xx. Xxxx has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Sellers, Third Point and Xx. Xxxx acknowledges that none of FSAM, the Buyers Buyer or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers Sellers, Third Point and Xx. Xxxx are “accredited investors” as defined in Rule 501 promulgated under the Securities Act of 1933, as amendedAct. The sale of the Purchased Shares by Sellers (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellers. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each member of the Sellers Investor Group hereby represents, warrants and acknowledges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ the Investor Group’s decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ the Investor Group’s interests. Each member of the Sellers Investor Group acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM Company and the Buyers, and their respective its Affiliates, officers, partners, directors, employees, agents and representatives Representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each member of the Sellers Investor Group further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers is members of the Investor Group are relying on FSAM, the Buyers or the Company (or any agent or representative Representative thereof). Each member of the Sellers Investor Group has carefully considered and, to the extent it or he believes such discussion is necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each member of the Sellers Investor Group acknowledges that none of FSAM, the Buyers or the Company or any of their respective its partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers The members of the Investor Group are “accredited investors” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The sale of the Purchased Shares by Sellers the Investor Group (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellersthe Investor Group. (d) The Company, FSAM and the Buyers are Company is relying on the representations, warranties and acknowledgments made by each Seller member of the Investor Group in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c)this Section 3, and the Company, FSAM and the Buyers Company would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each member of the Sellers Icahn Group that is a Seller hereby represents, warrants represents and acknowledges that it or he is a sophisticated investor and that it or he knows has such knowledge and experience in financial and business matters and in making investment decisions regarding the sale of Purchased Shares and of making an informed investment decision. Each member of the Icahn Group that is a Seller represents and acknowledges that the Company, FSAM or the Buyers Company may have material non-public information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ the Icahn Group’s decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ the Icahn Group’s interests. Each member of the Sellers Icahn Group acknowledges and agrees agrees, severally with respect to itself or himself only and not with respect to any other such party, that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or otherwise arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each member of the Sellers Icahn Group that is a Seller further represents that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, has independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none no such member of the Sellers Icahn Group is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each Such member of the Sellers Icahn Group has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of member of the Sellers Icahn Group acknowledges that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers are Each member of the Icahn Group that is a Seller represents that (i) such member is an “accredited investorsinvestor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The , and (ii) the sale of the applicable Purchased Shares by Sellers such member (ix) was privately negotiated in an independent transaction and (iiy) does not violate any rules or regulations applicable to Sellerssuch member. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Sellers, Third Point and Mr. Loeb hereby represents, warrants represents and acknowledges xxxxxxxxdges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ ' decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ ' interests. Each of the Sellers Sellers, Third Point and Mr. Loeb acknowledges and agrees that FSAM, the Buyers and the agreex xxxx xhe Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable lawbylaw, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Sellers, Third Point and Mr. Loeb further represents that it or thax xx xx he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers Sellers, Third Point or Mr. Loeb is relying on FSAM, the Buyers or the Company Compxxx (or xx any agent or representative thereof). Each of the Sellers Sellers, Third Point and Mr. Loeb has carefully considered andconsiderxx xxx, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Sellers, Third Point and Mr. Loeb acknowledges that none of FSAM, the Buyers or the xx xxx Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers Sellers, Third Point and Mr. Loeb are “"accredited investors” as investxxx" xx defined in Rule 501 promulgated under the Securities Act of 1933, as amendedAct. The sale of the Purchased Shares by Sellers (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellers. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers hereby represents, warrants and acknowledges that it or he Seller is a sophisticated investor and that it or he knows has such knowledge and experience in financial and business matters as to be capable of independently evaluating the merits, risks and suitability of entering into this Agreement and the transactions contemplated hereby, and is able to bear the risks attendant to the transactions contemplated hereby. Seller acknowledges that the Company, FSAM or the Buyers Company may have material non-public information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ Seller’s decision to sell the Purchased its Shares or otherwise materially adverse to Sellers’ its interests. Each of the Sellers Seller acknowledges and agrees that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable lawlaw (including the federal securities laws), any and all claims and causes of action it or he has or may have against Company, FSAM the Company and the Buyers, and their respective Affiliatesits affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of Seller has had the Sellers further represents that it or he opportunity to obtain and has obtained adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers Company or the Companyits affiliates, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers Seller is not relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers Seller has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Seller acknowledges that none of FSAM, the Buyers or neither the Company or nor any of their respective partners, its directors, officers, subsidiaries or Affiliates affiliates has made or makes any representations or warranties, whether express or implied, of any kind with respect to the Company except as expressly set forth in this Agreement. (c) Sellers are Seller is an “accredited investorsinvestor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The sale of the Purchased Shares by Sellers Seller (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to SellersSeller. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Sellers, Third Point and Mr. Loeb hereby represents, warrants represents and acknowledges axxxxxxxxges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ ' decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ ' interests. Each of the Sellers Sellers, Third Point and Mr. Loeb acknowledges and agrees that FSAM, the Buyers and the xxxx xxe Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable lawbylaw, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Sellers, Third Point and Mr. Loeb further represents that it or he xx xx xe has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers Sellers, Third Point or Mr. Loeb is relying on FSAM, the Buyers or the Company Compaxx (or any xx xny agent or representative thereof). Each of the Sellers Sellers, Third Point and Mr. Loeb has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Sellers, Third Point and Mr. Loeb acknowledges that none of FSAM, the Buyers or the Company xx xxx Xompany or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers Sellers, Third Point and Mr. Loeb are “"accredited investors” as defined investoxx" xx xefined in Rule 501 promulgated under the Securities Act of 1933, as amended. The sale of the Purchased Shares by Sellers (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellers. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Seller hereby represents, warrants represents and acknowledges that it or he each Seller is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ such Seller’s decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ such Seller’s interests. Each of the Sellers Seller acknowledges and agrees agrees, that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he such Seller has or may have against Company, FSAM the Company and the Buyers, and their its respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunderinformation. (b) Each of the Sellers further represents represent, that it or he each Seller has adequate received information concerning the business and financial condition of the Company that it deems adequate to make an informed decision regarding the sale of the Purchased Shares and each Seller has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers each Seller is not relying on FSAM, the Buyers or representations and warranties of the Company (or any agent or representative thereof), other than as expressly provided herein. Each of the Sellers Seller has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Seller acknowledges that none of FSAM, the Buyers or the Company or any of their its respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Each Seller is selling the Purchased Shares based upon its own free will. Neither the Company nor any of its officers, directors, stockholders, affiliates or agents has made any representation to Sellers are about the advisability of this decision or the potential future value of the Purchased Shares. Each Seller agrees that neither the Company nor any of such persons is under any obligation to disclose to it any information or opinion they may have about the potential future value of the Company’s capital stock, even if such information is material. (d) Each Seller represents, that (i) such Seller is an “accredited investorsinvestor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The , and (ii) the sale of the applicable Purchased Shares by Sellers each such Seller (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellers. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.Seller. ARTICLE IV

Other Acknowledgments. (a) Each of the Sellers Sellers, Third Point and Mr. Loeb hereby represents, warrants represents and acknowledges that it or he is a sophisticated sophixxxxxxxx investor and that it or he knows that the Company, FSAM Buyer or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ ' decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ ' interests. Each of the Sellers Sellers, Third Point and Mr. Loeb acknowledges and agrees that FSAM, the Buyers Buyer and the Company shall have no obligation haxx xx xxligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against CompanyBuyer, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Sellers, Third Point and Mr. Loeb further represents that it or he has adequate information concerning cxxxxxxxxg the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers Buyer or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers Sellers, Third Point or Mr. Loeb is relying on FSAM, the Buyers Buyer or the Company (or any agent or representative represexxxxxxx thereof). Each of the Sellers Sellers, Third Point and Mr. Loeb has carefully considered and, to the extent it or he believes such believxx xxxx discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Sellers, Third Point and Mr. Loeb acknowledges that none of FSAM, the Buyers Buyer or the Company or any of their respective partners, thxxx xxxxective directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers Sellers, Third Point and Mr. Loeb are “"accredited investors” " as defined in Rule 501 promulgated under promulgatxx xxxxx the Securities Act of 1933, as amendedAct. The sale of the Purchased Shares by Sellers (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellers. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Sellers, Third Point and Xx. Xxxx hereby representsrepresents and acknowledges, warrants severally with respect to itself or himself only and acknowledges not with respect to any other such party, that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ interests. Each of the Sellers Sellers, Third Point and Xx. Xxxx acknowledges and agrees agrees, severally with respect to itself or himself only and not with respect to any other such party, that FSAM, the Buyers and the Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable law, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Sellers, Third Point and Xx. Xxxx further represents represents, severally with respect to itself or himself only and not with respect to any other such party, that it or he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers such Seller, Third Point or Xx. Xxxx, as applicable, is relying on FSAM, the Buyers or the Company (or any agent or representative thereof). Each of the Sellers Such Seller, Third Point or Xx. Xxxx, as applicable, has carefully considered and, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers acknowledges Sellers, Third Point and Xx. Xxxx acknowledges, severally with respect to itself or himself only and not with respect to any other such party, that none of FSAM, the Buyers or the Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Each of Sellers are represents, severally with respect to itself only and not with respect to any other such party, that (i) such Seller is an “accredited investorsinvestor” as defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The , and (ii) the sale of the applicable Purchased Shares by Sellers such Seller (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellerssuch Seller. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.

Other Acknowledgments. (a) Each of the Sellers Sellers, Third Point and Mr. Loeb hereby represents, warrants represents and acknowledges xxxxxxxxdges that it or he is a sophisticated investor and that it or he knows that the Company, FSAM or the Buyers Company may have material non-public information Confidential Information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Sellers’ ' decision to sell the Purchased Shares or otherwise materially adverse to Sellers’ ' interests. Each of the Sellers Sellers, Third Point and Mr. Loeb acknowledges and agrees that FSAM, the Buyers and the agreex xxxx xhe Company shall have no obligation to disclose to it or him any such information and hereby waives and releases, to the fullest extent permitted by applicable lawbylaw, any and all claims and causes of action it or he has or may have against Company, FSAM and the Buyers, Company and their respective Affiliates, officers, partners, directors, employees, agents and representatives based upon, relating to or arising out of nondisclosure of such information or the sale of the Purchased Shares hereunder. (b) Each of the Sellers Sellers, Third Point and Mr. Loeb further represents that it or thax xx xx he has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has, independently and without reliance upon FSAM, the Buyers or the Company, made its or his own analysis and decision to sell the Purchased Shares. With respect to legal, tax, accounting, financial and other considerations involved in the transactions contemplated by this Agreement, including the sale of the Purchased Shares, none of the Sellers Sellers, Third Point or Mr. Loeb is relying on FSAM, the Buyers or the Company Compxxx (or xx any agent or representative thereof). Each of the Sellers Sellers, Third Point and Mr. Loeb has carefully considered andconsiderxx xxx, to the extent it or he believes such discussion necessary, discussed with professional legal, tax, accounting, financial and other advisors the suitability of the transactions contemplated by this Agreement, including the sale of the Purchased Shares. Each of the Sellers Sellers, Third Point and Mr. Loeb acknowledges that none of FSAM, the Buyers or the xx xxx Company or any of their respective partners, directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. (c) Sellers Sellers, Third Point and Mr. Loeb are “"accredited investors” as investxxx" xx defined in Rule 501 promulgated under the Securities Act of 1933, as amended. The sale of the Purchased Shares by Sellers (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Sellers. (d) The Company, FSAM and the Buyers are relying on the representations, warranties and acknowledgments made by each Seller in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9(a), (b) and (c), and the Company, FSAM and the Buyers would not have entered into this Agreement in the absence of such representations, warranties and acknowledgments.