Common use of Sophistication; Investigation Clause in Contracts

Sophistication; Investigation. (a) Each Investor acknowledges that the Private Placement Shares have not been registered under the Securities Act or under any state or other applicable securities laws. Each Investor (i) acknowledges that it is acquiring the Private Placement Shares pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (ii) is a sophisticated institutional investor with extensive knowledge and experience in financial and business matters in investments of this type such that it is capable of evaluating the merits and risks of its investment in the Private Placement Shares and of making an informed investment decision and (iii) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Private Placement Shares and (2) has had an opportunity to discuss with the Company and its Representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had access. Each Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Private Placement Shares, and to protect its own interest in connection with such investment. Each Investor is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act and/or a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act. Each Investor understands and is able to bear any economic risks associated with its investment in the Private Placement Shares (including the necessity of holding such shares for an indefinite period of time and including an entire loss of its investment in the Private Placement Shares). Each Investor hereby acknowledges (for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and such Investor has independently evaluated the merits and risks of its decision to enter into this Agreement, is consummating the transactions contemplated by this Agreement with a full understanding, based exclusively on its own independent review, investigation and analysis, of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks, and disclaims reliance on any representations or warranties (except for the representations and warranties expressly set forth in Article III), either expressed or implied, by or on behalf of the Company. (b) Each Investor acknowledges and understands that the Company has not been requested to provide, and has not provided, such Investor with any advice with respect to the Private Placement Shares, and such advice is neither necessary nor desired. Each Investor agrees that it is not relying on any investigation of any advisor to the Company and any advisor to the Company shall have no liability to such Investor in connection with the Private Placement for Shares. (c) Each Investor acknowledges and understands that (i) the Company and its advisors may possess material nonpublic information (“MNPI”) regarding the Company or its Subsidiaries not known to such Investor that may impact the value of the Private Placement Shares and (ii) the Company is not disclosing such information to such Investor at such Investor’s request. Each Investor understands, based on its experience, the disadvantage to which such Investor is subject due to the disparity of information between the Company and its advisors, on the one hand and such Investor on the other hand. Notwithstanding such disparity, each Investor has deemed it appropriate to enter into this Agreement and to consummate transactions contemplated hereby. Accordingly, except in the case of Fraud, each Investor agrees that the Company and its advisors shall have no liability to such Investor whatsoever due to or in connection with the Company’s use or non-disclosure of MNPI regarding the Company not known to such Investor.

Sophistication; Investigation. (a) ‌ Each Investor acknowledges that the Private Placement Shares have not been registered under the Securities Act or under any state or other applicable securities laws. Each Investor (i) acknowledges that it is acquiring the Private Placement Shares pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (ii) is a sophisticated institutional investor with extensive knowledge and experience in financial and business matters in investments of this type such that it is capable of evaluating the merits and risks of its investment in the Private Placement Shares and of making an informed investment decision and (iii) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Private Placement Shares and (2) has had an opportunity to discuss with the Company and its Representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had access. Each Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Private Placement Shares, and to protect its own interest in connection with such investment. Each Investor is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act and/or a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act. Each Investor understands and is able to bear any economic risks associated with its investment in the Private Placement Shares (including the necessity of holding such shares for an indefinite period of time and including an entire loss of its investment in the Private Placement Shares). Each Investor hereby acknowledges (for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and such Investor has independently evaluated the merits and risks of its decision to enter into this Agreement, is consummating the transactions contemplated by this Agreement with a full understanding, based exclusively on its own independent review, investigation and analysis, of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks, and disclaims reliance on any representations or warranties (except for the representations and warranties expressly set forth in Article III), either expressed or implied, by or on behalf of the Company. (b) . Each Investor acknowledges and understands that the Company has not been requested to provide, and has not provided, such Investor with any advice with respect to the Private Placement Shares, and such advice is neither necessary nor desired. Each Investor agrees that it is not relying on any investigation of any advisor to the Company and any advisor to the Company shall have no liability to such Investor in connection with the Private Placement for Shares. (c) . Each Investor acknowledges and understands that (i) the Company and its advisors may possess material nonpublic information (“MNPI”) regarding the Company or its Subsidiaries not known to such Investor that may impact the value of the Private Placement Shares and (ii) the Company is not disclosing such information to such Investor at such Investor’s request. Each Investor understands, based on its experience, the disadvantage to which such Investor is subject due to the disparity of information between the Company and its advisors, on the one hand and such Investor on the other hand. Notwithstanding such disparity, each Investor has deemed it appropriate to enter into this Agreement and to consummate transactions contemplated hereby. Accordingly, except in the case of Fraud, each Investor agrees that the Company and its advisors shall have no liability to such Investor whatsoever due to or in connection with the Company’s use or non-disclosure of MNPI regarding the Company not known to such Investor.Investor.‌

Sophistication; Investigation. (a) Each The Investor acknowledges that the Private Placement Shares have not been registered under the Securities Act or under any state or other applicable securities laws. Each Investor (i) acknowledges that it is acquiring the Private Placement Shares pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (ii) is a sophisticated institutional investor with extensive knowledge and experience in financial and business matters in investments of this type such that it is capable of evaluating the merits and risks of its investment in the Private Placement Shares and of making an informed investment decision and (iii) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Private Placement Shares and (2) has had an opportunity to discuss with the Company and its Representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had access. Each Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Private Placement Shares, and to protect its own interest in connection with such investment. Each The Investor is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act and/or and a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act. Each The Investor understands and is able to bear any economic risks associated with its investment in the Private Placement Shares (including the necessity of holding such shares for an indefinite period of time and including an entire loss of its investment in the Private Placement SharesShares and the Common Stock into which the Private Placement Shares may be converted). Each Investor hereby acknowledges (for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and such the Investor has independently evaluated the merits and risks of its decision to enter into this Agreement, is consummating the transactions contemplated by this Agreement with a full understanding, based exclusively on its own independent review, investigation and analysis, of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks, and disclaims reliance on any representations or warranties (except for the representations and warranties expressly set forth in Article III), either expressed or implied, by or on behalf of the Company. (b) Each The Investor acknowledges and understands that the Company has not been requested to provide, and has not provided, such the Investor with any information or advice with respect to the Private Placement SharesShares (or the Common Stock into which the Private Placement Shares may be converted), and such information or advice is neither necessary nor desired. Each Investor agrees that it is not relying on any investigation of any advisor to the Company and any advisor to the Company shall have no liability to such Investor in connection with the Private Placement for Shares. (c) Each Investor acknowledges and understands that (i) the Company and its advisors may possess material nonpublic information (“MNPI”) regarding the Company or its Subsidiaries not known to such Investor that may impact the value of the Private Placement Shares and (ii) the Company is not disclosing such information to such Investor at such Investor’s request. Each Investor understands, based on its experience, the disadvantage to which such Investor is subject due to the disparity of information between the Company and its advisors, on the one hand and such Investor on the other hand. Notwithstanding such disparity, each Investor has deemed it appropriate to enter into this Agreement and to consummate transactions contemplated hereby. Accordingly, except in the case of Fraud, each Investor agrees that the Company and its advisors shall have no liability to such Investor whatsoever due to or in connection with the Company’s use or non-disclosure of MNPI regarding the Company not known to such Investor.

Sophistication; Investigation. (a) Each ‌ The Investor acknowledges that the Private Placement Shares have not been registered under the Securities Act or under any state or other applicable securities laws. Each Investor (i) acknowledges that it is acquiring the Private Placement Shares pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (ii) is a sophisticated institutional investor with extensive knowledge and experience in financial and business matters in investments of this type such that it is capable of evaluating the merits and risks of its investment in the Private Placement Shares and of making an informed investment decision and (iii) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Private Placement Shares and (2) has had an opportunity to discuss with the Company and its Representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had access. Each Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Private Placement Shares, and to protect its own interest in connection with such investment. Each The Investor is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act and/or and a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act. Each The Investor understands and is able to bear any economic risks associated with its investment in the Private Placement Shares (including the necessity of holding such shares for an indefinite period of time and including an entire loss of its investment in the Private Placement SharesShares and the Common Stock into which the Private Placement Shares may be converted). Each Investor hereby acknowledges (for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and such the Investor has independently evaluated the merits and risks of its decision to enter into this Agreement, is consummating the transactions contemplated by this Agreement with a full understanding, based exclusively on its own independent review, investigation and analysis, of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks, and disclaims reliance on any representations or warranties (except for the representations and warranties expressly set forth in Article III), either expressed or implied, by or on behalf of the Company. (b) Each . The Investor acknowledges and understands that the Company has not been requested to provide, and has not provided, such the Investor with any information or advice with respect to the Private Placement SharesShares (or the Common Stock into which the Private Placement Shares may be converted), and such information or advice is neither necessary nor desired. Each Investor agrees that it is not relying on any investigation of any advisor to the Company and any advisor to the Company shall have no liability to such Investor in connection with the Private Placement for Shares. (c) Each Investor acknowledges and understands that (i) the Company and its advisors may possess material nonpublic information (“MNPI”) regarding the Company or its Subsidiaries not known to such Investor that may impact the value of the Private Placement Shares and (ii) the Company is not disclosing such information to such Investor at such Investor’s request. Each Investor understands, based on its experience, the disadvantage to which such Investor is subject due to the disparity of information between the Company and its advisors, on the one hand and such Investor on the other hand. Notwithstanding such disparity, each Investor has deemed it appropriate to enter into this Agreement and to consummate transactions contemplated hereby. Accordingly, except in the case of Fraud, each Investor agrees that the Company and its advisors shall have no liability to such Investor whatsoever due to or in connection with the Company’s use or non-disclosure of MNPI regarding the Company not known to such Investor.

Sophistication; Investigation. (a) Each The Investor acknowledges that the Private Placement Shares have not been registered under the Securities Act or under any state or other applicable securities laws. Each Investor (i) acknowledges that it is acquiring the Private Placement Shares pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Personhas such knowledge, (ii) is a sophisticated institutional investor with extensive knowledge sophistication and experience in financial and business matters in investments of this type such that it is capable of evaluating the merits and risks of its investment in the Private Placement Shares and of making an informed investment decision and (iii) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Private Placement Shares and (2) has had an opportunity to discuss with the Company and its Representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had accessShares. Each Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Private Placement Shares, and to protect its own interest in connection with such investment. Each The Investor is an “accredited investor” within the meaning of Rule 501(a) of under the Securities Act and/or or a “qualified institutional buyer” within the meaning of Rule 144A of under the Securities Act. Each The Investor understands and is able to bear any economic risks associated with its investment in the Private Placement Shares (including the necessity of holding such shares for an indefinite period of time and including an entire loss of its investment in the Private Placement Shares). Each Investor hereby acknowledges (Except for itself the representations and on behalf of its Affiliates and Representatives) that it has conductedwarranties expressly set forth in this Agreement, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and such Investor has independently evaluated the merits and risks of its decision to enter into this Agreement, is consummating the transactions contemplated by this Agreement with a full understanding, based exclusively on its own independent review, investigation and analysis, of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks, and disclaims reliance on any representations or warranties (except for the representations and warranties expressly set forth in Article III)warranties, either expressed or implied, by or on behalf of the Company. The Investor acknowledges that is it is an institutional account as defined in FINRA Rule 4512(c). (b) Each The Investor acknowledges and understands that the Company has not been requested to provide, and has not provided, such the Investor with any information or advice with respect to the Private Placement Shares, and such information or advice is neither necessary nor desired. Each Investor agrees that it is not relying on any investigation of any advisor to the Company and any advisor to the Company shall have no liability to such Investor in connection with the Private Placement for Shares. (c) Each The Investor acknowledges and understands that (i) the Company and its advisors may possess material nonpublic information (“MNPI”) regarding the Company or its Subsidiaries not known to such the Investor that may impact the value of the Private Placement Shares and (ii) the Company is not disclosing such information to such Investor at such the Investor’s request. Each The Investor understands, based on its experience, the disadvantage to which such the Investor is subject due to the disparity of information between the Company and its advisors, on the one hand and such Investor on the other handInvestor. Notwithstanding such disparity, each the Investor has deemed it appropriate to enter into this Agreement and to consummate transactions contemplated hereby. Accordingly, except in the case light of Fraudthe Investor’s experience and sophistication, each the Investor agrees that the Company and its advisors shall have no liability to such the Investor whatsoever due to or in connection with the Company’s use or non-disclosure of MNPI regarding the Company or its Subsidiaries not known to such Investor, including, without limitation, if and to the extent such information affects any representation, warranty or covenant of the Company hereunder, and such Investor irrevocably waives any claim that it might have based on the failure of the Company to disclose such information.

Sophistication; Investigation. (a) Each Such Investor acknowledges that the Private Placement Shares have not been registered under the Securities Act or under any state or other applicable securities laws. Each Investor (i) acknowledges that it is acquiring the Private Placement Shares pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (ii) is a sophisticated institutional investor with extensive has such knowledge and experience in financial and business matters in investments of this type such that it is capable of evaluating the merits and risks of its investment in the Private Placement Shares and of making an informed investment decision and (iii) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Private Placement Shares and (2) has had an opportunity to discuss with the Company and its Representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had accessShares. Each Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Private Placement Shares, and to protect its own interest in connection with such investment. Each Such Investor is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act and/or or a “qualified institutional buyer” within the meaning of Rule 144A of under the Securities Act. Each Such Investor understands and is able to bear any economic risks associated with its investment in the Private Placement Shares (including the necessity of holding such shares for an indefinite period of time and including an entire loss of its investment in the Private Placement Shares). Each Investor hereby acknowledges (Except for itself the representations and on behalf of its Affiliates and Representatives) that it has conductedwarranties expressly set forth in this Agreement, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and such Investor has independently evaluated the merits and risks of its decision to enter into this Agreement, is consummating the transactions contemplated by this Agreement with a full understanding, based exclusively on its own independent review, investigation and analysis, of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks, and disclaims reliance on any representations or warranties (except for the representations and warranties expressly set forth in Article III)warranties, either expressed or implied, by or on behalf of the Company.. 12 (b) Each Such Investor acknowledges and understands that the Company has not been requested to provide, and has not provided, such Investor with any information or advice with respect to the Private Placement Shares, and such information or advice is neither necessary nor desired. Each Investor agrees that it is not relying on any investigation of any advisor to the Company and any advisor to the Company shall have no liability to such Investor in connection with the Private Placement for Shares. (c) Each Such Investor acknowledges and understands that (i) the Company and its advisors may possess material nonpublic information (“MNPI”) regarding the Company or its Subsidiaries not known to such Investor that may impact the value of the Private Placement Shares and (ii) the Company is not disclosing such information to such Investor at such Investor’s request. Each Such Investor understands, based on its experience, the disadvantage to which such Investor is subject due to the disparity of information between the Company and its advisors, on the one hand and such Investor on the other handInvestor. Notwithstanding such disparity, each such Investor has deemed it appropriate to enter into this Agreement and to consummate transactions contemplated hereby. Accordingly, except in the case light of Fraudsuch Investor’s experience and sophistication, each such Investor agrees that the Company and its advisors shall have no liability to such Investor whatsoever due to or in connection with the Company’s use or non-disclosure of MNPI regarding the Company not known to such Investor, including, without limitation, if and to the extent such information affects any representation, warranty or covenant of the Company hereunder, and such Investor irrevocably waives any claim that it might have based on the failure of the Company to disclose such information.

Sophistication; Investigation. (a) Each Such Investor acknowledges that the Private Placement Shares have not been registered under the Securities Act or under any state or other applicable securities laws. Each Investor (i) acknowledges that it is acquiring the Private Placement Shares pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (ii) is a sophisticated institutional investor with extensive has such knowledge and experience in financial and business matters in investments of this type such that it is capable of evaluating the merits and risks of its investment in the Private Placement Shares and of making an informed investment decision and (iii) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Private Placement Shares and (2) has had an opportunity to discuss with the Company and its Representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had accessShares. Each Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Private Placement Shares, and to protect its own interest in connection with such investment. Each Such Investor is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act and/or or a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act. Each Such Investor understands and is able to bear any economic risks associated with its investment in the Private Placement Shares (including the necessity of holding such shares for an indefinite period of time and including an entire loss of its investment in the Private Placement SharesShares and the Common Stock into which the Private Placement Shares may be converted). Each Investor hereby acknowledges (Except for itself the representations and on behalf of its Affiliates and Representatives) that it has conductedwarranties expressly set forth in this Agreement, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and such Investor has independently evaluated the merits and risks of its decision to enter into this Agreement, is consummating the transactions contemplated by this Agreement with a full understanding, based exclusively on its own independent review, investigation and analysis, of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks, and disclaims reliance on any representations or warranties (except for the representations and warranties expressly set forth in Article III)warranties, either expressed or implied, by or on behalf of the Company. (b) Each Such Investor acknowledges and understands that the Company has not been requested to provide, and has not provided, such Investor with any information or advice with respect to the Private Placement SharesShares (or the Common Stock into which the Private Placement Shares may be converted), and such information or advice is neither necessary nor desired. Each Investor agrees that it is not relying on any investigation of any advisor to the Company and any advisor to the Company shall have no liability to such Investor in connection with the Private Placement for Shares. (c) Each Such Investor acknowledges and understands that (i) the Company and its advisors may possess material nonpublic information (“MNPI”) regarding the Company or its Subsidiaries not known to such Investor that may impact the value of the Private Placement Shares and (ii) the Common Stock into which the Private Placement Shares may be converted, and that the Company is not disclosing such information to such Investor at such Investor’s request. Each Such Investor understands, based on its experience, the disadvantage to which such Investor is subject due to the disparity of information between the Company and its advisors, on the one hand and such Investor on the other handInvestor. Notwithstanding such disparity, each such Investor has deemed it appropriate to enter into this Agreement and to consummate transactions contemplated hereby. Accordingly, except in the case of Fraud, each Investor agrees that the Company and its advisors shall have no liability to such Investor whatsoever due to or in connection with the Company’s use or non-disclosure of MNPI regarding the Company not known to such Investor.

Sophistication; Investigation. (a) Each Subject to the Company’s obligations pursuant to Sections 6.01 and 6.02, the Investor acknowledges that the Private Placement Shares have not been registered under the Securities Act or under any state or other applicable securities laws. Each The Investor (i) acknowledges that it is acquiring the Private Placement Shares pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (ii) is a sophisticated institutional investor with extensive knowledge and experience in financial and business matters in investments of this type such that it is capable of evaluating the merits and risks of its investment in the Private Placement Shares and of making an informed investment decision and (iii) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Private Placement Shares and (2) has had an opportunity to discuss with the Company and its Representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had access. Each The Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Private Placement Shares, and to protect its own interest in connection with such investment. Each The Investor is an “"accredited investor” " within the meaning of Rule 501(a) of the Securities Act and/or a “"qualified institutional buyer” " within the meaning of Rule 144A of the Securities Act. Each The Investor understands and is able to bear any economic risks associated with its investment in the Private Placement Shares (including the necessity of holding such shares for an indefinite period of time and including an entire loss of its investment in the Private Placement Shares). Each The Investor hereby acknowledges (for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and such the Investor has independently evaluated the merits and risks of its decision to enter into this Agreement, is consummating the transactions contemplated by this Agreement with a full understanding, based exclusively on its own independent review, investigation and analysis, of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks, and disclaims reliance on any representations or warranties (except for the representations and warranties expressly set forth in Article III), either expressed or implied, by or on behalf of the Company. (b) Each The Investor acknowledges and understands that the Company has not been requested to provide, and has not provided, such the Investor with any advice with respect to the Private Placement Shares, and such advice is neither necessary nor desired. Each The Investor agrees that it is not relying on any investigation of any advisor to the Company and any advisor to the Company shall have no liability to such the Investor in connection with the Private Placement for Shares. (c) Each The Investor acknowledges and understands that (i) the Company and its advisors may possess material nonpublic information (“"MNPI”") regarding the Company or its Subsidiaries not known to such the Investor that may impact the value of the Private Placement Shares and (ii) the Company is not disclosing such information to such the Investor at such the Investor’s request. Each The Investor understands, based on its experience, the disadvantage to which such the Investor is subject due to the disparity of information between the Company and its advisors, on the one hand and such the Investor on the other hand. Notwithstanding such disparity, each the Investor has deemed it appropriate to enter into this Agreement and to consummate transactions contemplated hereby. Accordingly, except in the case of Fraud, each the Investor agrees that the Company and its advisors shall have no liability to such the Investor whatsoever due to or in connection with the Company’s use or non-disclosure of MNPI regarding the Company not known to such the Investor.

Sophistication; Investigation. (ac) Each Subject to the Company’s obligations pursuant to Sections 6.01 and 6.02, the Investor acknowledges that the Private Placement Shares have not been registered under the Securities Act or under any state or other applicable securities laws. Each The Investor (i) acknowledges that it is acquiring the Private Placement Shares pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (ii) is a sophisticated institutional investor with extensive knowledge and experience in financial and business matters in investments of this type such that it is capable of evaluating the merits and risks of its investment in the Private Placement Shares and of making an informed investment decision and (iii) (1) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Private Placement Shares and (2) has had an opportunity to discuss with the Company and its Representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which it had access. Each The Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Private Placement Shares, and to protect its own interest in connection with such investment. Each The Investor is an “"accredited investor” " within the meaning of Rule 501(a) of the Securities Act and/or a “"qualified institutional buyer” " within the meaning of Rule 144A of the Securities Act. Each The Investor understands and is able to bear any economic risks associated with its investment in the Private Placement Shares (including the necessity of holding such shares for an indefinite period of time and including an entire loss of its investment in the Private Placement Shares). Each The Investor hereby acknowledges (for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and its Subsidiaries and such the Investor has independently evaluated the merits and risks of its decision to enter into this Agreement, is consummating the transactions contemplated by this Agreement with a full understanding, based exclusively on its own independent review, investigation and analysis, of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks, and disclaims reliance on any representations or warranties (except for the representations and warranties expressly set forth in Article III), either expressed or implied, by or on behalf of the Company. (bd) Each The Investor acknowledges and understands that the Company has not been requested to provide, and has not provided, such the Investor with any advice with respect to the Private Placement Shares, and such advice is neither necessary nor desired. Each The Investor agrees that it is not relying on any investigation of any advisor to the Company and any advisor to the Company shall have no liability to such the Investor in connection with the Private Placement for Shares. (ce) Each The Investor acknowledges and understands that (i) the Company and its advisors may possess material nonpublic information (“"MNPI”") regarding the Company or its Subsidiaries not known to such the Investor that may impact the value of the Private Placement Shares and (ii) the Company is not disclosing such information to such the Investor at such the Investor’s request. Each The Investor understands, based on its experience, the disadvantage to which such the Investor is subject due to the disparity of information between the Company and its advisors, on the one hand and such the Investor on the other hand. Notwithstanding such disparity, each the Investor has deemed it appropriate to enter into this Agreement and to consummate transactions contemplated hereby. Accordingly, except in the case of Fraud, each the Investor agrees that the Company and its advisors shall have no liability to such the Investor whatsoever due to or in connection with the Company’s use or non-disclosure of MNPI regarding the Company not known to such the Investor.