Common use of Sophisticated Seller Clause in Contracts

Sophisticated Seller. The Seller (a) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject Securities, and (c) has independently and without reliance upon the Purchaser, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither the Purchaser nor any of its Affiliates is acting as a fiduciary or financial or investment adviser to the Seller, and has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities is prudent. The Seller acknowledges that (i) the Purchaser currently may have, and later may come into possession of, information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Subject Securities (“Seller Excluded Information”), (ii) the Seller has determined to sell the Subject Securities notwithstanding its lack of knowledge of the Seller Excluded Information, and (iii) the Purchaser shall have no liability to the Seller, and the Seller waives and releases any claims that it might have against the Purchaser whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject Securities. The Seller understands that the Purchaser will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance.

Sophisticated Seller. The Seller (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, ; (b) has adequate information concerning the business and financial condition of the Project Company to make an informed decision regarding the sale of the Subject Securities, Membership Interests held by Seller; and (c) has independently and without reliance upon the PurchaserBuyer, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither the Purchaser Buyer nor any of its Affiliates affiliates is acting as a fiduciary or financial or investment adviser to the Seller, and has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities Membership Interests held by Seller is prudent. The Seller acknowledges that (i) the Purchaser Buyer currently may have, and later may come into possession of, information with respect to the Project Company that is not known to the Seller and that may be material to a decision to sell the Subject Securities Membership Interests held by Seller (“Seller Excluded Information”), ; (ii) the Seller has determined to sell all the Subject Securities Membership Interests held by Seller notwithstanding its lack of knowledge of the Seller Excluded Information, ; and (iii) the Purchaser Buyer shall not have no any liability to the Seller, and the Seller waives and releases any claims that it might have against the Purchaser Buyer whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject SecuritiesMembership Interests held by Seller and the transactions contemplated by this Agreement. The Seller understands that the Purchaser Buyer will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance. Seller understands that the value of the Membership Interests being sold by it hereunder may appreciate in value in the future (including in the immediate future) and that upon, and by virtue of, its sale of the Membership Interests being sold by it hereunder, Seller will be precluded from sharing or benefiting from any such appreciation.

Sophisticated Seller. The Seller (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, ; (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject Securities, Membership Interests held by Seller; and (c) has independently and without reliance upon the PurchaserBuyer, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither the Purchaser Buyer nor any of its Affiliates affiliates is acting as a fiduciary or financial or investment adviser to the Seller, and has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities Membership Interests held by such Seller is prudent. The Seller acknowledges that (i) the Purchaser Buyer currently may have, and later may come into possession of, information with respect to the Project Company that is not known to the Seller and that may be material to a decision to sell the Subject Securities Membership Interests held by Seller (“Seller Excluded Information”), ; (ii) the Seller has determined to sell all the Subject Securities Membership Interests held by the Seller notwithstanding its lack of knowledge of the Seller Excluded Information, ; and (iii) the Purchaser Buyer shall not have no any liability to the Seller, and the Seller waives and releases any claims that it might have against the Purchaser Buyer whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject SecuritiesMembership Interests held by Seller and the transactions contemplated by this Agreement. The Seller understands that the Purchaser Buyer will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance. Seller understands that the value of the Membership Interests being sold by it hereunder may appreciate in value in the future (including in the immediate future) and that upon, and by virtue of, its sale of the Membership Interests being sold by it hereunder, Seller will be precluded from sharing or benefiting from any such appreciation.

Sophisticated Seller. The Seller (a) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject SecuritiesShares, (c) has negotiated this Agreement on an arm’s-length basis and has had an opportunity to consult with its legal, tax and financial advisors concerning this Agreement and its subject matter and (cd) has independently and without reliance upon the PurchaserBuyers, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither none of the Purchaser nor Buyers or any of its Affiliates their respective affiliates is acting as a fiduciary or financial or investment adviser to the Seller, and none of such persons has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities Shares is prudent. The Seller further acknowledges that (i) the Purchaser Buyers currently may have, and later may come into possession of, material non-public information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Subject Securities Shares (“Seller Buyer Excluded Information”), (ii) the Seller has determined to sell the Subject Securities Shares notwithstanding its lack of knowledge of the Seller Buyer Excluded Information, and (iii) the Purchaser price for the Shares may significantly appreciate or depreciate over time and by agreeing to sell the Shares to the Buyers pursuant to this Agreement, the Seller is giving up the opportunity to sell the Shares at a higher price in the future and (iv) the Buyers shall have no liability to the Seller, and the Seller to the fullest extent of the law waives and releases any claims claims, whether known or unknown, that it might have against the Purchaser any Buyer (or its respective affiliates or agents), whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Buyer Excluded Information in connection with the sale of the Subject SecuritiesShares and the transactions contemplated by this Agreement. The Seller understands that the Purchaser Buyers will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance.

Sophisticated Seller. The Seller (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject Securities, Shares and (c) has independently and without reliance upon the Purchaser, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither the Purchaser nor any of its Affiliates affiliates is acting as a fiduciary or financial or investment adviser to the Seller, and that neither Purchaser nor any of its affiliates has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities Shares is prudent. The Seller acknowledges that (i) the Purchaser is currently may likely to have, and later may come into possession of, information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Subject Securities Shares (the “Seller Excluded Information”), (ii) the Seller has determined to sell the Subject Securities Shares notwithstanding its lack of knowledge of the Seller Excluded Information, Information and (iii) the Purchaser shall have no liability to the Seller, and the Seller waives and releases any claims that it might have against the Purchaser whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject SecuritiesShares and the transactions contemplated by this Agreement. The Seller acknowledges that the Seller Excluded Information may be indicative of a value of the Shares that is substantially greater than the purchase price reflected in the sale contemplated hereby or otherwise adverse to Seller’s interest, and, therefore, such Seller Excluded Information might be material to Seller’s decision to sell the Shares. Seller understands the potential disadvantage to which Seller is subject on account of a possible disparity of information as between Purchaser and Seller. Seller understands that the Purchaser will shall rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance. Seller has not received any investment advice from Purchaser or its affiliates, managers, members, partners, officers, agents or other representatives or sought such advice from any of them as to whether the sale of the Shares is prudent or suitable.

Sophisticated Seller. The Seller (ai) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, (bii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject Transferred Securities, and (ciii) has independently and without reliance upon any of the PurchaserPurchasers or the Company, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither none of the Purchaser nor any of its Affiliates Purchasers, the Company or their respective affiliates is acting as a fiduciary or financial or investment adviser to the Seller, and has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Transferred Securities is prudent. The Seller further acknowledges that (iA) any of the Purchaser Purchasers currently may have, and later may come into possession of, other information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Subject Transferred Securities (“Seller Excluded Information”), (iiB) the Seller has determined to sell the Subject Transferred Securities notwithstanding its lack of knowledge of the Seller Excluded Information, and (iiiC) neither any of the Purchaser Purchasers nor the Company shall have no any liability to the Seller, and the Seller waives and releases any claims that it might have against any such Purchaser or the Purchaser Company, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject SecuritiesTransferred Securities and the transactions contemplated by this Agreement. The Seller understands that the Purchaser Purchasers will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance.

Sophisticated Seller. The Seller Seller: (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject SecuritiesInterests, and (c) has independently and without reliance upon the Purchaser, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither the Purchaser nor any of its Affiliates the Purchaser’s affiliates or agents is acting as a fiduciary or financial or investment adviser to the Seller, and has not that neither the Purchaser nor the Purchaser’s affiliates or agents have given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities Interests is prudent. The Seller acknowledges that (i) the Purchaser or the Purchaser’s affiliates or agents currently may have, and later may come into possession of, information with respect to the Company or the Yunfeng Funds that is not known to the Seller and that may be material to a decision to sell the Subject Securities Interests (“Seller Excluded Information”), ) and (ii) the Seller has determined to sell the Subject Securities Interests notwithstanding its lack of knowledge of the Seller Excluded Information, . The Seller acknowledges the price for the Interests may significantly appreciate or depreciate over time and (iii) by agreeing to sell the Interests to the Purchaser shall have no liability pursuant to the Sellerthis Agreement, and the Seller waives and releases any claims that it might have against is giving up the Purchaser whether under applicable securities laws or otherwise, with respect opportunity to sell the nondisclosure of Interests at a possible higher price in the Seller Excluded Information in connection with the sale of the Subject Securitiesfuture. The Seller understands that the Purchaser will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance.

Sophisticated Seller. The Seller Company (a) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreementletter agreement, (b) has adequate information concerning the business and financial condition of the Company IBEX to make an informed decision regarding the sale of the Subject SecuritiesIBEX Shares and the receipt of the Preference Shares, and (c) has independently and without reliance upon the Purchaserany Seller, and based on such information and the advice of such advisors as the Seller Company has deemed appropriate, made its own analysis and decision to enter into this Agreementletter agreement. The Company has not relied on any Seller for any information regarding IBEX, the Preference Shares or the value of the Preference Shares. The Company acknowledges that neither the Purchaser Sellers nor any of its Affiliates is their respective officers, directors, employees, affiliates or agents are acting as a fiduciary or financial or investment adviser to the SellerCompany, and has not that neither Sellers nor any of their respective affiliates have given the Seller Company any investment or tax advice, opinion or other information on whether the sale of the Subject Securities IBEX Shares is prudent. The Seller Company acknowledges that (i) the Purchaser Sellers currently may have, and later may come into possession of, information with respect to the Company IBEX that is not known to the Seller Company and that may be material to a decision to sell the Subject Securities IBEX Shares and receive the Preference Shares (“Seller Company Excluded Information”), ) and (ii) the Seller Company has determined to sell the Subject Securities IBEX Shares notwithstanding its lack of knowledge of the Seller Company Excluded Information, and (iii) the Purchaser shall have no liability to the Seller, and the Seller waives and releases any claims that it might have against the Purchaser whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject Securities. The Seller Company understands that the Purchaser Sellers will rely on the accuracy and truth of the foregoing representations, and the Seller Company hereby consents to such reliance.

Sophisticated Seller. The Seller (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject SecuritiesShares, and (c) has independently and without reliance upon the PurchaserCompany, gathered information about the Company and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller has not relied on the Company for any information regarding the Company, the Shares, or the value of the Shares. Seller acknowledges that neither the Purchaser the, Company, nor any of its Affiliates affiliates is acting as a fiduciary or financial or investment adviser to the Seller, and has not that neither the Company, nor any of its affiliates, have given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities Shares is prudent. The Seller acknowledges that (i) the Purchaser Company currently may have, and later may come into possession of, information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Subject Securities Shares (the “Seller Excluded Information”), (ii) the Seller has determined to sell the Subject Securities Shares notwithstanding its lack of knowledge of the Seller Excluded Information, Information and (iii) the Purchaser Company shall have no liability to the Seller, and the Seller waives and releases any claims that it might have against the Purchaser Company whether under applicable securities laws or otherwise, only with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject SecuritiesShares and the transactions contemplated by this Agreement. The Seller understands that the Purchaser Company will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance.

Sophisticated Seller. The Seller (ai) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, (bii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject Sale Securities, (iii) has negotiated this Agreement on an arm’s-length basis and has had an opportunity to consult with its legal, tax and financial advisors concerning this Agreement and its subject matter and (civ) has independently and without reliance upon the Purchaser, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The Seller acknowledges that neither the none of Purchaser nor any of and its Affiliates and agents is acting as a fiduciary or financial or investment adviser to the Seller, and none of such persons has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Sale Securities is prudent. The Seller further acknowledges that (i) the Purchaser currently may have, and later may come into possession of, have information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Subject Sale Securities (“Seller Excluded Information”), (ii) the Seller has determined to sell the Subject Sale Securities notwithstanding its lack of knowledge of the Seller Excluded Information, and (iii) the price for the Sale Securities may significantly appreciate or depreciate over time and by agreeing to sell the Sale Securities to Purchaser pursuant to this Agreement, Seller is giving up the opportunity to sell the Sale Securities at a higher price in the future and (iv) Purchaser shall not have no any liability to the Seller, and Seller to the Seller fullest extent of the law waives and releases any claims claims, whether known or unknown, that it might have against the Purchaser (or its Affiliates or agents), whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject Sale Securities. The Seller understands that the Purchaser will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance.

Sophisticated Seller. The Seller (a) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject Purchased Securities, and (c) has independently and without reliance (other than reliance upon the Purchaserterms of this Agreement) upon the Purchaser or any other Person, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither the Purchaser nor any of its Affiliates affiliates and representatives is acting as a fiduciary or financial or investment adviser to the Seller, and has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Purchased Securities is prudent. The Seller acknowledges that (i) the Purchaser currently may have, and later may come into possession of, information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Subject Purchased Securities that has not been publicly disclosed or is not required to be disclosed by the Purchaser pursuant to the terms of this Agreement or otherwise (“Seller Excluded Information”), (ii) the Seller has determined to sell the Subject Purchased Securities notwithstanding its lack of knowledge of the Seller Excluded Information, Information and (iii) the Purchaser shall have no liability to the Seller, and the Seller waives and releases any claims that it might have against the Purchaser whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject Purchased Securities and the transactions contemplated by this Agreement. Seller acknowledges the price for the Purchased Securities may not reflect their actual value and may significantly appreciate or depreciate over time and by agreeing to sell the Purchased Securities to the Purchaser pursuant to this Agreement, Seller acknowledges that Seller is giving up the opportunity to sell the Purchased Securities at a possible higher price in the future. Seller hereby waives any and all claims and causes of action now or hereafter arising against the Purchaser based upon or relating to the value of the Company or the Purchased Securities and further covenants not to xxx the Purchaser or its directors, managers, members, officers, agents, representatives, affiliates or employees for any loss, damage or liability arising from or relating to the business or operations of the Company or the value of the Company or the Purchased Securities. The Seller is aware of the tax consequences associated with the Transfer of the Purchased Securities under this Agreement. Seller understands that the Purchaser will rely Purchaser, in buying the Purchased Securities, is relying on the accuracy and truth of the foregoing representations, warranties and the acknowledgments, and Seller hereby consents to such reliance.

Sophisticated Seller. The Seller (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company Issuer to make an informed decision regarding the sale of the Subject SecuritiesShares and the Warrants, and (c) has independently and without reliance upon the PurchaserBuyers or Issuer, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither the Purchaser Buyers nor any affiliate of its Affiliates Buyers is acting as a fiduciary or financial or investment adviser advisor to the Seller, and has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities Shares and the Warrants is prudent. The Seller acknowledges that (i) the Purchaser Buyers currently may have, and later may come into possession of, information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Subject Securities Shares and the Warrants (“Seller Excluded Information”), (ii) the Seller has determined to sell the Subject Securities Shares and the Warrants notwithstanding its their lack of knowledge of the Seller Excluded Information, and (iii) the Purchaser neither Buyers nor any of their respective affiliates shall have no any liability to the Seller, and and, to the fullest extent permitted by law, the Seller waives and releases any claims claims, whether known or unknown and whether or not suspected by Seller to exist, that it they might have against the Purchaser Buyers or their respective affiliates whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject SecuritiesShares and the Warrants and the transactions contemplated by this Agreement. The Seller understands that acknowledges the Purchaser will rely on price for the accuracy Shares and/or the Warrants may significantly appreciate or depreciate over time and truth of by agreeing to sell the foregoing representations, Shares and the Warrants to Buyers pursuant to this Agreement, the Seller hereby consents is giving up the opportunity to such reliancesell the Shares and/or the Warrants at a possible higher price in the future.

Sophisticated Seller. The Seller (a) is a sophisticated entity party familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject Securities, and (c) has independently and without reliance upon the Purchaser, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither the Company, the Purchaser nor any of its Affiliates affiliates thereof is acting as a fiduciary or financial or investment adviser to the Seller, and has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities is prudent. The Seller acknowledges that (i) the Purchaser or the Company currently may have, and later may come into possession of, information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Subject Securities (“Seller Excluded Information”), (ii) the Seller has determined to sell the Subject Securities notwithstanding its lack of knowledge of the Seller Excluded Information, Information and (iii) the Purchaser shall have no liability to the Seller, and the Seller waives and releases any claims that it might have against the Purchaser whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject Securities and the transactions contemplated by this Agreement. Seller acknowledges and understands that the Securities may increase in value after the date hereof and that Seller shall not realize the upside potential with respect to the Securities. The Seller understands that the Purchaser will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance.

Sophisticated Seller. The Seller Seller: (a) is a sophisticated an individual or entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject SecuritiesTransferred Shares, and (c) has independently and without reliance upon the PurchaserPurchasers, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller represents that in making its decision to sell the Transferred Shares to the Purchasers, the Seller has not in any way relied upon any representations or statements of the Purchaser, other than the representations and warranties of the Purchasers set forth in Section 3, and the Purchasers have not in any way influenced or attempted to influence the Seller in such respect. The Seller further represents that it has fully and completely satisfied itself with respect to the process it has conducted for making an independent and informed assessment of the economic viability of the transactions hereunder, including any inquiries with the Company reasonably deemed advisable for such purpose. The Seller is fully capable of assessing the value of the Transferred Shares and has consulted with its own attorney regarding legal matters concerning the sale of the Transferred Shares pursuant to the terms of this Agreement. Seller acknowledges that neither the Purchaser Purchasers nor any of its Affiliates their affiliates or agents is acting as a fiduciary or financial or investment adviser to the Seller, and has not that neither Purchasers nor their affiliates or agents have given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities Transferred Shares is prudent. The Seller acknowledges that (i) the Purchaser Purchasers or their affiliates or agents currently may have, and later may come into possession of, information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Subject Securities Transferred Shares (“Seller Excluded Information”), ) and (ii) the Seller has determined to sell the Subject Securities Transferred Shares notwithstanding its lack of knowledge of the Seller Excluded Information. Seller acknowledges the price for the Shares may significantly appreciate or depreciate over time and by agreeing to sell the Transferred Shares to Purchasers pursuant to this Agreement, and (iii) Seller is giving up the Purchaser shall have no liability opportunity to sell the Seller, and Transferred Shares at a possible higher price in the Seller waives and releases any claims that it might have against the Purchaser whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject Securitiesfuture. The Seller understands that the Purchaser Purchasers will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance.

Sophisticated Seller. The Seller (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, ; (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject Securities, Membership Interests held by Seller; and (c) has independently and without reliance upon the PurchaserBuyer, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither the Purchaser Buyer nor any of its Affiliates affiliates is acting as a fiduciary or financial or investment adviser to the Seller, and has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities Membership Interests held by such Seller is prudent. The Seller acknowledges that (i) the Purchaser Buyer currently may have, and later may come into possession of, information with respect to the Project Company that is not known to the Seller and that may be material to a decision to sell the Subject Securities Membership Interests held by Seller (“Seller Excluded Information”), ; (ii) the Seller has determined to sell all the Subject Securities Membership Interests held by the Seller notwithstanding its lack of knowledge of the Seller Excluded Information, ; and (iii) the Purchaser Buyer shall not have no any liability to the Seller, and the Seller waives and releases any claims that it might have against the Purchaser Buyer whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject SecuritiesMembership Interests held by Seller and the transactions contemplated by this Agreement. The Seller understands that the Purchaser Buyer will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance.. Seller understands that the value of the Membership Interests being sold by it hereunder may appreciate in value in the future (including in the immediate future) and that upon, and by virtue of, its sale of the Membership Interests being sold by it hereunder, Seller will be precluded from sharing or benefiting from any such appreciation. Principal - Innovative MIPA

Sophisticated Seller. The Such Seller (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreementletter agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject SecuritiesPreference Shares and the receipt of the Share Consideration, and (c) has independently and without reliance upon the PurchaserCompany, and based on such information and the advice of such advisors as the such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreementletter agreement. The Such Seller has not relied on the Company for any information regarding the Company, the Share Consideration or the value of the Share Consideration. Such Seller acknowledges that neither the Purchaser Company nor any of its Affiliates officers, directors, employees, affiliates or agents is acting as a fiduciary or financial or investment adviser to the such Seller, and that neither the Company nor any of its respective affiliates has not given the such Seller any investment or tax advice, opinion or other information on whether the sale of the Subject Securities Preference Shares is prudent. The Such Seller acknowledges that (i) the Purchaser Company currently may have, and later may come into possession of, information with respect to the Company that is not known to the such Seller and that may be material to a decision to sell the Subject Securities Preference Shares and receive the Share Consideration (“Seller Excluded Information”), ) and (ii) the such Seller has determined to sell the Subject Securities its Preference Shares notwithstanding its lack of knowledge of the Seller Excluded Information, and (iii) the Purchaser shall have no liability to the Seller, and the Seller waives and releases any claims that it might have against the Purchaser whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject Securities. The Such Seller understands that the Purchaser Company will rely on the accuracy and truth of the foregoing representations, and the such Seller hereby consents to such reliance.

Sophisticated Seller. The Such Seller (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject SecuritiesRedeemed Shares, and (c) has independently and without reliance upon the PurchaserCompany, and based on such information and the advice of such advisors as the such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Such Seller acknowledges that neither the Purchaser Company nor any of its Affiliates affiliates is acting as a fiduciary or financial or investment adviser to the such Seller, and has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities Redeemed Shares is prudent. The Such Seller acknowledges that (i) the Purchaser Company currently may have, and later may come into possession of, information with respect to the Company that is not known to the such Seller and that may be material to a decision to sell the Subject Securities Redeemed Shares (“Seller Excluded Information”), (ii) the such Seller has determined to sell the Subject Securities Redeemed Shares notwithstanding its lack of knowledge of the Seller Excluded Information, Information and (iii) the Purchaser Company shall have no liability to the such Seller, and the such Seller waives and releases any claims that it might have against the Purchaser Company whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject SecuritiesRedeemed Shares and the transactions contemplated by this Agreement. The Such Seller understands that the Purchaser Company will rely on the accuracy and truth of the foregoing representations, and the such Seller hereby consents to such reliance.