Common use of Absence of Fiduciary Relationship Clause in Contracts

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) the Underwriters have Agent has been retained solely to act as underwriters a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Underwriters Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Agent has advised or are is advising the Company on other mattersmatters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (bc) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (d) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ce) it the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (df) it the Company has been advised that the Underwriters are Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersAgent, and not on behalf of the Company; and (eg) it waives the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Underwriters Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Underwriters Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a any person asserting any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the CompanyCompany Representatives.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Placement Agent has been retained solely to act as underwriters Placement Agent in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Placement Agent has advised or are is advising the Company on other matters; (b) the price Purchase Price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Investors and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Placement Agent and their its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Underwriters have Placement Agent has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters are Placement Agent is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersPlacement Agent, and not on behalf of the Company and that the Placement Agents may have interests that differ from those of the Company; and (e) it . The Company waives to the fullest full extent permitted by law, applicable law any claims it may have against the Underwriters for breach of fiduciary duty or Placement Agent arising from an alleged breach of fiduciary duty in respect of any of connection with the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the CompanyOffering.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) the Underwriters have Agent has been retained solely to act as underwriters a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Underwriters Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Agent has advised or are is advising the Company on other mattersmatters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (b) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (c) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (d) it the Company has been advised that the Underwriters are Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersAgent, and not on behalf of the Company; and (e) it waives the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Underwriters Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Underwriters Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a any person asserting any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the CompanyCompany Representatives.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters you are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Each of Holdings, the Borrower and the other Loan Parties hereby acknowledges and agrees that: that (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company Loan Parties and their respective Affiliates, on the one hand, and the Underwriters Agent, the Joint Lead Arrangers, the Lenders, the Issuing Bank and their respective Affiliates, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this AgreementAgreement and the other Loan Documents, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price Agent, the Joint Lead Arrangers, the Lenders and the Issuing Bank, on the one hand, and the Loan Parties, on the other terms hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do any of the Securities set forth in this Agreement were established by Loan Parties rely on, any advisory or fiduciary duty on the Company following discussions and arms-length negotiations with part of the Underwriters and Agent, the Company Joint Lead Arrangers, the Lenders or the Issuing Bank, (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; Agreement and the other Loan Documents, (cd) it has been advised that each of the Underwriters Agent, the Joint Lead Arrangers, the Lenders, the Issuing Bank and their affiliates are respective Affiliates is engaged in a broad range of transactions which that may involve interests that differ from those the interests of the Company Loan Parties and that none of the Underwriters have no Agent, the Joint Lead Arrangers, the Lenders, the Issuing Bank or their respective Affiliates has any obligation to disclose such interest interests and transactions to any of the Company Loan Parties by virtue of any fiduciary, advisory or agency relationship; , and (de) it none of the Agent, the Joint Lead Arrangers, the Lenders or the Issuing Bank has been advised that any obligation to the Underwriters are acting, in Loan Parties or their Affiliates with respect of to the transactions contemplated by this Agreementthe Loan Documents, solely for except those obligations expressly set forth therein or in any other express writing executed and delivered by the benefit of Agent, such Joint Lead Arranger, such Lender or such Issuing Bank, on the Underwritersone hand, and not such Loan Party or such Affiliate, on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Companyother hand.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) the Underwriters have Agent has been retained solely to act as underwriters a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Underwriters Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Agent has advised or are is advising the Company on other mattersmatters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (bc) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (d) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ce) it the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (df) it the Company has been advised that the Underwriters are Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersAgent, and not on behalf of the Company; and (eg) it waives the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Underwriters Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Underwriters Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a any person asserting any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the CompanyCompany Representatives.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company Company, on the one hand, and the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersRepresentative, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Underwriter have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; (e) the Underwriters are not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; and (ef) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) the Underwriters have Agent has been retained solely to act as underwriters a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Underwriters Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Agent has advised or are is advising the Company on other mattersmatters and irrespective of the use of the defined term “Agent;” (b) neither of the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (b) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (c) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (d) it the Company has been advised that the Underwriters are Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersAgent, and not on behalf of the Company; and (e) it waives the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Underwriters Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Underwriters Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a any person asserting any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the CompanyCompany Representatives.

Absence of Fiduciary Relationship. The Company Notwithstanding any other provision of this Agreement or any provision of any other Credit Document, (i) none of the Joint Lead Arrangers, the Co-Documentation Agents or any Lender shall, solely by reason of this Agreement or any other Credit Document, have any fiduciary, advisory or agency relationship or duty in respect of any Lender or any other Person and (ii) Holdings and the Borrowers hereby waive, to the fullest extent permitted by law, any claims they may have against any Joint Lead Arranger, any Co-Documentation Agent or any Lender for breach of fiduciary duty or alleged breach of fiduciary duty Each Agent, Lender and their Affiliates may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their Affiliates. In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees that: (ai) the Underwriters have been retained solely to act as underwriters credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with the sale any amendment, waiver or other modification hereof or of the Securities and that no fiduciary, advisory or agency relationship any other Credit Document) are an arm’s-length commercial transaction between the Company Credit Parties and their respective Affiliates, on the one hand, and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Agents and the Company Lenders on the other hand, and each Credit Party is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by this Agreement; the other Credit Documents (cincluding any amendment, waiver or other modification hereof or thereof) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (eii) it waives advice with respect to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement hereby (including any amendment, waiver or other modification hereof or of any other Credit Document) and agrees that each of the Underwriters shall have no liability (whether direct or indirect) Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Companyextent it has deemed appropriate.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters you as Representative are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Placement Agents have been retained solely to act as underwriters the Placement Agents in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Placement Agents has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Placement Agents have advised or are advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agents and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Placement Agents and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Placement Agents have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Placement Agents are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersPlacement Agents, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agents for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Placement Agents shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or any Selling Stockholder and the Underwriters Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company or any Selling Stockholder on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and each of the Selling Stockholders following discussions and arms-length negotiations with the Underwriters Representatives and the Company and each of the Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and each of the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interest interests and transactions to the Company or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the CompanyCompany or any Selling Stockholder; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or any Selling Stockholder in respect of such a fiduciary duty claim on behalf of or in right of any Selling Stockholder or the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) the Underwriters Agents have been retained solely to act as underwriters a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Underwriters Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Agents have advised or are is advising the Company on other mattersmatters and irrespective of the use of the defined term “Agent;” (b) neither of the Agents nor any of their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (b) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agents; (c) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters Agents and their affiliates the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Agents and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (d) it the Company has been advised that the Underwriters Agents are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersAgents, and not on behalf of the Company; and (e) it waives the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Underwriters Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Underwriters Agents and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a any person asserting any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the CompanyCompany Representatives.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership acknowledges and agrees that: (a) a. the Underwriters have been retained Agent is acting solely to act as underwriters agent in connection with the sale public offering of the Securities Placement Shares and that in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Company Company, the Operating Partnership or any of their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Underwriters Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Underwriters have Agent has advised or are is advising the Company or the Operating Partnership on other matters; (b) , and neither the price and other terms of Agent nor the Securities Forward Purchaser has no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company Agreement; b. it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) c. neither the Agent nor the Forward Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Underwriters Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Operating Partnership, and that the Underwriters Agent and the Forward Purchaser have no obligation to disclose such interest interests and transactions to the Company it by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Companyrelationship or otherwise; and (e) e. it waives waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Agent and the Forward Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in respect connection with the sale of any of the transactions contemplated by Placement Shares under this Agreement and agrees that the Underwriters Agent and the Forward Purchaser shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the CompanyCompany or the Operating Partnership, including stockholders, or employees or creditors of Company or the Company.Operating Partnership, other than in respect of the Agent’s obligations under this Agreement and to keep information 27

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or any Selling Stockholder and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or any Selling Stockholder on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and each of the Selling Stockholders following discussions and arms-length negotiations with the Underwriters Underwriter and the Company and each of the Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and each of the Selling Stockholders and that the Underwriters have Underwriter has no obligation to disclose such interest interests and transactions to the Company or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the CompanyCompany or any Selling Stockholder; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or any Selling Stockholder in respect of such a fiduciary duty claim on behalf of or in right of any Selling Stockholder or the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Placement Agents have been retained solely to act as underwriters placement agents in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Placement Agents has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Placement Agents has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agents and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Placement Agents and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Placement Agents have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Placement Agents are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, itself and not on behalf of the Company; and (e) it the Company waives to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agents for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Placement Agents shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that: (a) the Underwriters have Xxxxx Xxxxxxx has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or any Selling Stockholder and the Underwriters Xxxxx Xxxxxxx has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Xxxxx Xxxxxxx has advised or are advising the Company or any Selling Stockholder on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and each of the Selling Stockholders following discussions and arms-length negotiations with the Underwriters Xxxxx Xxxxxxx and the Company and each of the Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Xxxxx Xxxxxxx and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and each of the Selling Stockholders and that the Underwriters have Xxxxx Xxxxxxx has no obligation to disclose such interest and transactions to the Company or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Xxxxx Xxxxxxx is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of Xxxxx Xxxxxxx and the other Underwriters, and not on behalf of the CompanyCompany or any Selling Stockholder; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Xxxxx Xxxxxxx for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Xxxxx Xxxxxxx shall have no liability (whether direct or indirect) to the Company or any Selling Stockholder in respect of such a fiduciary duty claim on behalf of or in right of the CompanyCompany or any Selling Stockholder, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) the Underwriters have Agent has been retained solely to act as underwriters a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Underwriters Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Agent has advised or are is advising the Company on other mattersmatters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents (hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (bc) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (d) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ce) it the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (df) it the Company has been advised that the Underwriters are Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersAgent, and not on behalf of the Company; and (eg) it waives the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Underwriters Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Underwriters Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a any person asserting any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the CompanyCompany Representatives.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersRepresentative, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholder acknowledge and agree that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company Company, the Selling Stockholder and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company or the Selling Stockholder on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and the Selling Stockholder following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is and the Selling Stockholder are capable of evaluating and understanding and understands the Company and accepts the Selling Stockholder understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Stockholder and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company or the Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the CompanyCompany or the Selling Stockholder; and (e) it waives the Company and the Selling Stockholder waive to the fullest extent permitted by law, any claims claim it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees agree that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or the Selling Stockholder in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the CompanyCompany or the Selling Stockholder.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters you are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Selling Stockholders and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are is advising the Company or the Selling Stockholders on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Underwriters and the Company is and the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and the Selling Stockholders and that the Underwriters have no obligation to disclose such interest and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to Company or the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the CompanySelling Stockholders.

Absence of Fiduciary Relationship. The Company and the Selling Shareholder, severally and not jointly, acknowledges and agrees that: (a) the Underwriters have each Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter, or between the Underwriters Selling Shareholder and any Underwriter, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company and the Selling Shareholder following discussions and arms-length negotiations with the Underwriters and each of the Company and the Selling Shareholder is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company or the Selling Shareholder and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company or the Selling Shareholder by virtue of any fiduciary, advisory or agency relationship. Underwriters have no obligation to disclose, or account to the Company or Selling Shareholder for, any of such additional financial interests; and (d) it has been advised that the Underwriters are each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriterssuch Underwriter, and not on behalf of the Company; Company or the Selling Shareholder. The Company and (e) it each of the Selling Shareholder, severally and not jointly, hereby waives and releases, to the fullest extent permitted by law, any claims it that the Company or Selling Shareholder may have against the Underwriters for with respect to any breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Companyduty.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the several Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that certain of the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwritersitself, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that: (a) the Underwriters have Xxxxx Xxxxxxx & Co. has been retained solely to act as underwriters underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or any Selling Stockholder and the Underwriters has Xxxxx Xxxxxxx & Co. have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Xxxxx Xxxxxxx & Co. has advised or are is advising the Company or any Selling Stockholder on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and each of the Selling Stockholders following discussions and armsarm’s-length negotiations with the Underwriters Xxxxx Xxxxxxx & Co. and the Company and each of the Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Xxxxx Xxxxxxx & Co. and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and each of the Selling Stockholders and that the Underwriters have Xxxxx Xxxxxxx & Co. has no obligation to disclose such interest interests and transactions to the Company or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Xxxxx Xxxxxxx & Co. is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of itself and the other Underwriters, and not on behalf of the CompanyCompany or any Selling Stockholder; and (e) it waives it, he or she waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Xxxxx Xxxxxxx & Co. for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Xxxxx Xxxxxxx & Co. shall have no liability (whether direct or indirect) to the Company or any Selling Stockholder in respect of such a fiduciary duty claim on behalf of or in right of any Selling Stockholder or the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or any Selling Stockholder and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company or any Selling Stockholder on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and each of the Selling Stockholders following discussions and arms-length negotiations with the Underwriters Representatives and the Company and each of the Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and each of the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the CompanyCompany or any Selling Stockholder; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or any Selling Stockholder in respect of such a fiduciary duty claim on behalf of or in right of any Selling Stockholder or the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representative have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company or on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Each of the Company, the Subsidiary and each of the Selling Stockholders acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company Company, the Subsidiary, any Selling Stockholder and the Underwriters Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company Company, the Subsidiary or any Selling Stockholder on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and the Subsidiary and each of the Selling Stockholders following discussions and armsarm’s-length negotiations with the Underwriters Representatives and each of the Company Company, the Subsidiary and each of the Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, the Subsidiary, and any of the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company Company, the Subsidiary or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company, the Subsidiary or any Selling Stockholder; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company Company, the Subsidiary or any Selling Stockholder in respect of such a fiduciary duty claim on behalf of or in right of the Company, the Subsidiary or any Selling Stockholder, including stockholders, employees or creditors of the CompanyCompany or the Subsidiary.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, Crocs, Inc. By: Name: Title: The Selling Stockholders named in Schedule B hereto, acting severally By: Attorney-in-Fact Accepted as of the date hereof Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners LLC XX Xxxxx & Co., LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxx Xxxxxxx & Co. By: Name: Title: 31 SCHEDULE A Underwriter Number of Firm Shares To Be Purchased Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners LLC XX Xxxxx & Co., LLC Total SCHEDULE B Selling Stockholder Number of Firm Shares To Be Purchased [NAMES OF SELLING STOCKHOLDERS] Total SCHEDULE C Issuer-Represented Free Writing Prospectus EXHIBIT A FORM OF LEGAL OPINION OF COUNSEL FOR THE COMPANY AND THE SELLING STOCKHOLDERS EXHIBIT B FORM OF LOCK-UP AGREEMENT 4 QuickLinks

Absence of Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or any Selling Stockholder and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company or any Selling Stockholder on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and each of the Selling Stockholders following discussions and arms-length negotiations with the Underwriters Representatives and the Company and each of the Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and each of the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the CompanyCompany or any Selling Stockholder; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it it, he or she may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or any Selling Stockholder in respect of such a fiduciary duty claim on behalf of or in right of any Selling Stockholder or the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Borrower hereby acknowledges and agrees that: that (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between Holdings, the Company Borrower and its Subsidiaries, on the one hand, and the Underwriters Lenders, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters have Lenders has advised or are is advising the Company Borrower on other matters; , (b) the price Lenders, on the one hand, and Holdings, the Borrower and its Subsidiaries, on the other terms hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty on the part of the Securities set forth in this Agreement were established by Lenders, (c) the Company following discussions and arms-length negotiations with the Underwriters and the Company Borrower is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; , (cd) it the Borrower has been advised that the Underwriters and their affiliates Lenders are engaged in a broad range of transactions which that may involve interests that differ from those the interests of Holdings, the Company Borrower and its Subsidiaries and that the Underwriters Lenders have no obligation to disclose such interest interests and transactions to the Company Borrower by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives the Borrower waives, to the fullest extent permitted by law, any claims it may have against the Underwriters any Lender for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters each Lender shall have no liability (whether direct or indirect) to Holdings, the Company Borrower or its Subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of Holdings, the CompanyBorrower, including itstheir Subsidiaries, stockholders, employees or creditors of the Companycreditors.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have each Underwriter has been retained solely to act as underwriters in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to . Additionally, the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement Company acknowledges and agrees that the Underwriters have not and will not advise the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability (whether direct or indirect) to the Company in or any other person with respect of such a fiduciary duty claim on behalf of thereto, whether arising prior to or in right after the date hereof. Any review by the Underwriters of the Company, including stockholders, employees the transactions contemplated hereby or creditors other matters relating to such transactions have been and will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owes a fiduciary duty to the Company or any other person in connection with any such transaction or the process leading thereto.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company or on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative, and the Company is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersRepresentative, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Dealer Managers have been retained solely to act as underwriters a dealer manager in connection with the sale of the Securities Exchange Offer and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Dealer Managers has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Dealer Managers have advised or are advising the Company on other matters; (b) the price and other terms of the Securities New Notes set forth in this Agreement the indenture related to the New Notes were established by the Company following discussions and arms-length negotiations with the Underwriters Dealer Managers and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Dealer Managers and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Dealer Managers have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Dealer Managers are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersDealer Managers, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Dealer Managers for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Dealer Managers shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters either Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters you are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) each of the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that each of the Underwriters are is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriterssuch Underwriter, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against each of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters no Underwriter shall have no any liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters you are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwritersyour own benefit, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Xxxxx Xxxxxxx has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Xxxxx Xxxxxxx has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Xxxxx Xxxxxxx has advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Xxxxx Xxxxxxx and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Xxxxx Xxxxxxx and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Xxxxx Xxxxxxx has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Xxxxx Xxxxxxx is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of Xxxxx Xxxxxxx and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Xxxxx Xxxxxxx for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Xxxxx Xxxxxxx shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) the Underwriters Agents have been retained solely to act as underwriters a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Underwriters Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Agents have advised or are is advising the Company on other mattersmatters and irrespective of the use of the defined term “Agent;” (b) neither the Agents nor any of their respective affiliates (including directors), equity holders, creditors, employees or agents (hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (bc) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agents; (d) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ce) it the Company has been advised that the Underwriters Agents and their affiliates the Agent Representatives, as applicable, are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Agents and the Agent Representatives, as applicable, have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (df) it the Company has been advised that the Underwriters Designated Agent are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersDesignated Agent, and not on behalf of the Company; and (eg) it waives the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Underwriters Designated Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Underwriters Agents and the Agent Representatives, as applicable, shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a any person asserting any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the CompanyCompany Representatives.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have each Underwriter has been retained solely to act as underwriters an Underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters such Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have such Underwriter has advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the several Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters each Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have each Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, such Underwriter and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters each Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters no Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: that (a) the Underwriters have been retained Sales Price of the Shares to be sold pursuant to this Agreement will not be established by the Agents, the Forward Sellers or the Forward Purchasers, (b) the determination of the discounts and commissions to be paid pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and Agents, the Forward Sellers and the Forward Purchasers, on the other hand, (c) in connection with any sale contemplated hereby and the process leading to any such transaction, each of the Agents, the Forward Sellers and the Forward Purchasers are acting solely to act as underwriters sales agent and/or principal in connection with the purchase and sale of the Securities Shares and that no fiduciarynone of the Agents, the Forward Sellers or the Forward Purchasers are the fiduciary of the Company, or its stockholders, creditors, employees or any other party, (d) the Agents, the Forward Sellers and the Forward Purchasers have not assumed and will not assume an advisory or agency relationship between fiduciary responsibility in favor of the Company and with respect to any sale contemplated hereby or the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, process leading thereto (irrespective of whether the Underwriters Agents, the Forward Sellers or the Forward Purchasers have advised or are currently advising the Company on other matters; (b) and the price Agents, the Forward Sellers and other terms of the Securities Forward Purchasers do not have any obligation to the Company with respect to any sale contemplated hereby except the obligations expressly set forth in this Agreement were established by Agreement, (e) the Company following discussions and arms-length negotiations with Agents, the Underwriters and Forward Sellers, the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Forward Purchasers and their respective affiliates are may be engaged in a broad range of transactions which may that involve interests that differ from those of the Company, and (f) the Agents, the Forward Sellers and the Forward Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to any sale contemplated hereby and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Agents, the Forward Sellers or the Forward Purchasers have advised or are currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters Agents, the Forward Sellers or the Forward Purchasers have no obligation to disclose such interest and transactions to the Company by virtue rendered advisory services of any fiduciarynature or respect, advisory or agency relationship; (d) it has been advised that the Underwriters are actingowe an agency, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives fiduciary or similar duty to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees in connection with such transaction or creditors of the Companyprocess leading thereto.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Placement Agents have been retained solely to act as underwriters Placement Agents in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Placement Agents have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Placement Agents have advised or are advising the Company on other mattersmatters and that the Placement Agents owe the Company only those duties and obligations set forth in this Agreement; (b) the price Share Purchase Price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agents and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Placement Agents and their its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Underwriters Placement Agents have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters Placement Agents are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersPlacement Agents, and not on behalf of the Company and that the Placement Agents may have interests that differ from those of the Company; and (e) it . The Company waives to the fullest full extent permitted by law, applicable law any claims it may have against the Underwriters for breach of fiduciary duty or Placement Agents arising from an alleged breach of fiduciary duty in respect of any of connection with the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the CompanyOffering.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an Underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it the Company has been advised that the Underwriters you, as Underwriter, are acting, acting in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwritersyour benefit, and not on behalf of the Company; and (e) it the Company waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representative have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholder acknowledge and agree that: (a) the Underwriters Representatives have been retained solely to act as underwriters underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or any Selling Shareholder and the Underwriters Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company or any Selling Shareholder on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and the Selling Shareholder following discussions and arms-length negotiations with the Underwriters Representatives and the Company and the Selling Shareholder is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Shareholder and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company or any Selling Shareholder by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the CompanyCompany or any Selling Shareholder; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or any Selling Shareholder in respect of such a fiduciary duty claim on behalf of or in right of any Selling Shareholder or the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that: (a) each of the Underwriters have has been retained solely to act as underwriters underwriter in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Selling Stockholders and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have any Underwriter has advised or are is advising the Company and the Selling Stockholders on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Underwriters and the Company and the Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it each of the Company and the Selling Stockholders has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and the Selling Stockholders and that the Underwriters have no Underwriter has any obligation to disclose such interest and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each of the Underwriters are is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriterssuch Underwriter, and not on behalf of the Company; and (e) it waives to Company or the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Selling Stockholders. 24 The Lovesac Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.2019 Offering Underwriting Agreement

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Agent has been retained solely to act as underwriters an sales agent and/or principal in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Agent has been created in respect of any of the transactions contemplated by this Agreement or any Terms Agreement, irrespective of whether the Underwriters have Agent has advised or are advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement and any Terms Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Agent and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement and any Terms Agreement; (c) it has been advised that the Underwriters Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Agent has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Agent is acting, in respect of the transactions contemplated by this Agreement and any Terms Agreement, solely for the benefit of the UnderwritersAgent, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Agent for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and any Terms Agreement and agrees that the Underwriters Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Underwriter have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) the Underwriters have Agent has been retained solely to act as underwriters a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates, including directors, equity holders, creditors, employees or agents (collectively, the “Company Representatives”)), on the one hand, and the Underwriters Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreementhereby, irrespective of whether the Underwriters have Agent has advised or are is advising the Company on other mattersmatters and irrespective of the use of the defined term “Agent”; (b) neither the Agent nor any of its affiliates, including directors, equity holders, creditors, employees or agents (collectively, the “Agent Representatives”), shall have any duty or obligation to the Company or any Company Representative except as set forth herein; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (d) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreementhereby; (ce) it the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (df) it the Company has been advised that the Underwriters are Agent is acting, in respect of any Placement and the transactions contemplated by this Agreementhereby, solely for the benefit of the UnderwritersAgent, and not on behalf of the Company; and (eg) it waives the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Underwriters Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement hereby and agrees agree that the Underwriters Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a any person asserting any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the CompanyCompany Representatives. Neither the Agent nor any Agent Representative has provided any legal, accounting, tax or regulatory advice with respect to the transactions contemplated hereby, and the Company has consulted its own legal, accounting, tax and regulatory advisors to the extent it has deemed appropriate.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Underwriter have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters and the other Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company on other matters; (b) the price and other terms of the Securities Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) the Underwriters have been retained solely to act as underwriters an in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company Company, the Selling Stockholders and the Underwriters has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or the Selling Stockholders on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Underwriters and the Company is and the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Stockholders and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the CompanyCompany or the Selling Stockholders; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the CompanyCompany or the Selling Stockholders and their respective owner, beneficiaries, trustees and controlling persons.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Underwriter has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company and is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Initial Purchaser has been retained solely to act as underwriters an initial purchaser in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Initial Purchaser has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Initial Purchaser has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Initial Purchaser and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Initial Purchaser and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Initial Purchaser has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Initial Purchaser is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, Initial Purchaser and not on behalf of the Company; and (e) it waives waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Initial Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees agrees, to the fullest extent permitted by law, that the Underwriters Initial Purchaser shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or its Subsidiary and the Underwriters has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or its Subsidiary on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and its Subsidiary and that the Underwriters have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company; and (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the CompanyCompany and its Subsidiary, including stockholders, employees or creditors of the CompanyCompany and its Subsidiary.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and the Company and is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Representatives have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) the Underwriters have Agent has been retained solely to act as underwriters a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates, including directors, equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Underwriters Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Agent has advised or are is advising the Company on other mattersmatters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates, including directors, equity holders, creditors, employees or agents, (hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (bc) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (d) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ce) it the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (df) it the Company has been advised that the Underwriters are Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersAgent, and not on behalf of the Company; and (eg) it waives the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Underwriters Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Underwriters Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a any person asserting any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the CompanyCompany Representatives. Neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.

Absence of Fiduciary Relationship. The Company Company, having been advised by counsel, acknowledges and agrees that: (a) the Underwriters have Agent has been retained solely to act as underwriters a sales agent in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Underwriters Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Agent has advised or are is advising the Company on other mattersmatters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (b) the price and other terms of any Placement executed pursuant to this Agreement, as well as the Securities set forth in terms of this Agreement were established by Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Underwriters and Agent; (c) the Company is capable of evaluating and understanding understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of the any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters Agent and their affiliates the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Agent and the Agent Representatives have no obligation to disclose any such interest interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (d) it the Company has been advised that the Underwriters are Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersAgent, and not on behalf of the Company; and (e) it waives the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims it that they may have against the Underwriters Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agrees agree that the Underwriters Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a any person asserting any claim of breach of any fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees Company or creditors any of the CompanyCompany Representatives.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; (b) the price and other terms of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Representative, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Representative has no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) it has been advised that the Underwriters are Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; and (e) it it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.