Common use of Adequate Information; No Reliance Clause in Contracts

Adequate Information; No Reliance. Purchaser acknowledges and agrees that (a) Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase and to make an informed investment decision with respect to the Purchase and (e) Purchaser is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties made by the Company in this Agreement.

Adequate Information; No Reliance. Such Purchaser acknowledges and agrees that (a) such Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase this Agreement and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings SEC Reports and submissions with (ii) this Agreement (including the Securities and Exchange Commission (the “SEC”exhibits thereto), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) such Purchaser has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchasethis Agreement, and to obtain such additional from the Company any information as that it deems considers necessary in making an informed investment decision and to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessaryset forth in the SEC Reports, (dc) such Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase transactions contemplated by this Agreement and to make an informed investment decision with respect to the Purchase and such transactions, (ed) such Purchaser is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representativesrepresentatives or any other entity or person, except for (iA) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act Reports, and (iiB) the representations and warranties made by the Company in this Agreement, (e) no statement or written material contrary to the SEC Reports has been made or given to such Purchaser by or on behalf of the Company, and (f) such Purchaser is able to fend for itself with respect to this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the shares of Common Stock and has the ability to bear the economic risks of its investment and can afford the complete loss of such investment.

Adequate Information; No Reliance. Purchaser acknowledges and agrees that (a) Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase and to make an informed investment decision with respect to the Purchase and (e) Purchaser is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representativesrepresentatives with respect to the Purchase, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties made by the Company in this Agreement.

Adequate Information; No Reliance. Purchaser The Holder acknowledges and agrees that (a) Purchaser the Holder has been furnished with all materials it the Holder considers relevant to making an investment decision to enter into this Agreement and effectuate the Purchase Exchange and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the United States Securities and Exchange Act of 1934, as amended (collectively, the “Public Filings”), and all information incorporated into such filings and submissions(ii) this Agreement, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser Holder has had a full an opportunity to speak directly with directors, officers and Affiliates of the Company and submit questions to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the PurchaseExchange, and to obtain such additional has all information as that it deems considers necessary in making an informed investment decision and to verify the accuracy of the information furnished to it set forth in the Public Filings and has asked such questions, received such answers and obtained such information as it deems necessarythis Agreement, (dc) Purchaser the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors of its choosing to be able to evaluate the risks involved in the Purchase Exchange and to make an informed investment decision with respect to such Exchange, (d) the Purchase and (e) Purchaser Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representativesrepresentatives or any other entity or person, except for (iA) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act Public Filings, (B) this Agreement and (iiC) the representations and warranties made by the Company in this Agreement, and (e) no statement or written material contrary to the Public Filings or this Agreement has been made or given to the Holder by or on behalf of the Company.

Adequate Information; No Reliance. The Purchaser acknowledges and agrees that (a) Purchaser he has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase this Agreement and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings SEC Reports and submissions with (ii) this Agreement (including the Securities and Exchange Commission (the “SEC”exhibits thereto), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser he has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchasethis Agreement, and to obtain such additional from the Company any information as that it deems considers necessary in making an informed investment decision and to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessaryset forth in the SEC Reports, (dc) Purchaser he has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase transactions contemplated by this Agreement and to make an informed investment decision with respect to the Purchase and such transactions, (ed) Purchaser he is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representativesrepresentatives or any other entity or person, except for (iA) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act Reports, and (iiB) the representations and warranties made by the Company in this Agreement, (e) no statement or written material contrary to the SEC Reports has been made or given to him by or on behalf of the Company, and (f) he is able to fend for himself with respect to this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the shares of Common Stock and has the ability to bear the economic risks of his investment and can afford the complete loss of such investment.

Adequate Information; No Reliance. Purchaser The Holder acknowledges and agrees that (a) Purchaser the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase Exchange and to consummate the other transactions contemplated hereby and has had the opportunity to review the Company’s filings and submissions (collectively, the “SEC Documents”) with the Securities and Exchange Commission (the “SEC”), including, without limitation, including all information filed or furnished pursuant to the Securities Exchange Act and all information incorporated into such filings and submissionsor 1934, as amended (the “Exchange Act”), (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser Holder has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of and receive answers from the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the PurchaseExchange, (c) the Holder is a sophisticated and experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) Purchaser has had the opportunity to consult with its accounting, tax, financial financial, legal and legal other advisors to be able to evaluate the risks involved in the Purchase Exchange and to make an informed investment decision with respect to such Exchange, and that the Purchase and Holder is capable of sustaining any loss resulting therefrom without material injury, (ed) Purchaser the Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation representation, warranty or warranty other statement made by the Company Company, any of its officers, directors or employees, or any of its Affiliates their respective affiliates or representatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act Documents, (ii) this Agreement and (iiiii) the representations and warranties made by the Company in Article III of this Agreement, (e) no statement or written material contrary to this Agreement has been made or given to the Holder by or on behalf of the Company, any of its officers, directors or employees, or any of their respective affiliates or representatives, and (f) the terms of the Exchange are the result of bilateral negotiations among the parties.

Adequate Information; No Reliance. Purchaser The Holder acknowledges and agrees that (a) Purchaser the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase Exchange and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act Act, as amended (collectively, the “Public Filings”) and all information incorporated into such filings and submissions(ii) this Agreement (including the exhibits hereto), (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser Holder has had a full an opportunity to speak directly with directors, officers and Affiliates of the Company and submit questions to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the PurchaseExchange, and to obtain such additional has all information as that it deems considers necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessaryin making an informed investment decision, (dc) Purchaser the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase Exchange and to make an informed investment decision with respect to such Exchange, (d) the Purchase and (e) Purchaser Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representativesrepresentatives or any other entity or person, except for (iA) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act Public Filings, (B) this Agreement and (iiC) the representations and warranties made by the Company in this Agreement, (e) any disclosure documents provided in connection with the Exchange are the responsibility of the Company and (f) the Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Shares and has the ability to bear the economic risks of its investment and can afford the complete loss of such investment.

Adequate Information; No Reliance. Purchaser The Holder acknowledges and agrees that (a) Purchaser the Holder has been furnished with all materials it the Holder considers relevant to making an investment this exchange decision and to enter into this Agreement and effectuate the Purchase Exchange and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the United States Securities and Exchange Act of 1934, as amended (collectively, the “Public Filings”), and all information incorporated into such filings and submissions(ii) this Agreement, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser Holder has had a full an opportunity to speak directly with directors, officers and Affiliates of the Company and submit questions to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the PurchaseExchange, and to obtain such additional has all information as that it deems considers necessary in making an informed investment decision and to verify the accuracy of the information furnished to it set forth in the Public Filings and has asked such questions, received such answers and obtained such information as it deems necessarythis Agreement, (dc) Purchaser the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors of its choosing to be able to evaluate the risks involved in the Purchase Exchange and to make an informed investment decision with respect to such Exchange, (d) the Purchase and (e) Purchaser Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representativesrepresentatives or any other entity or person, except for (iA) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act Public Filings, (B) this Agreement and (iiC) the representations and warranties made by the Company in this Agreement, and (e) no statement or written material contrary to the Public Filings or this Agreement has been made or given to the Holder by or on behalf of the Company.

Adequate Information; No Reliance. Purchaser The Undersigned and each Noteholder acknowledges and agrees that (ai) Purchaser it has access to (including through the XXXXX system) and has reviewed the Company’s reports filed with the Securities and Exchange Commission, including the “risk factors” contained in such reports, and it has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase Exchange and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”)Commission, including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissionsAct, (bii) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser it has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of and receive answers from the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the PurchaseExchange and its investment in the Exchanged Shares, (iii) such Noteholder, together with its professional advisers, is a sophisticated and experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange and its investment in the Exchanged Shares, and to obtain that such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) Purchaser Noteholder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase Exchange and its investment in the Exchanged Shares and to make an informed investment decision with respect to such Exchange and investment in the Purchase Exchanged Shares, and that such Noteholder is capable of sustaining any loss resulting therefrom without material injury, (eiv) Purchaser it understands that no federal or state agency has passed upon the merits or risks of an investment in the Common Stock or made any finding or determination concerning the fairness or advisability of its investment in the Exchanged Shares or the Exchange, and none of the Company or its representatives or Affiliates is acting as a fiduciary or financial or investment advisor to such Noteholder, (v) it is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties made by the Company in this Agreement, (vi) no statement or written material contrary to this Agreement has been made or given to such Noteholder by or on behalf of the Company and (vii) such Noteholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Exchanged Shares and has the ability to bear the economic risks of its investment and can afford the complete loss of such investment. The Undersigned and each Noteholder also specifically acknowledges that the Company would not enter into this Agreement or any related documents in the absence of the Undersigned’s and each Noteholder’s representations and acknowledgments set out in this Agreement, and that this Agreement, including such representations and acknowledgments, are a fundamental inducement to the Company, and a substantial portion of the consideration provided by the Undersigned and each Noteholder, in this transaction, and that the Company would not enter into this transaction but for this inducement. The Undersigned agrees that it shall and it shall cause each Noteholder to, upon request, execute and deliver any additional documents reasonably deemed by the Company, the Trustee or the transfer agent for the Common Stock to be necessary or desirable to complete the Exchange.

Adequate Information; No Reliance. Purchaser The Holder acknowledges and agrees that (a) Purchaser the Holder has been furnished with all materials it relating to the Company and the Exchange and Purchase that the Holder considers relevant necessary or appropriate to making an investment decision to enter into the Exchange and Purchase and to invest in the Holder’s Securities and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished filings made pursuant to the Exchange Act and all information incorporated into such filings and submissions(collectively, the “SEC Documents”), (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser Holder has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company its representatives concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Exchange and Purchase, (c) the Holder understands that its investment in the Securities involves a high degree of risk and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and Purchase and to make an informed investment decision with respect to the Exchange and Purchase and (ed) Purchaser the Holder has had such opportunity to obtain from representatives of the Company such materials relating to the Company and the Exchange and Purchase as is not relying, necessary to permit it to evaluate the merits and risks of its investment in the Company and has not reliedindependently, without reliance upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by representatives of the Company or any of its Affiliates or representatives, except for (i) the publicly available filings and submissions made by based on such materials relating to the Company with the SEC under and the Exchange Act and (ii) Purchase as the representations Holder deemed necessary and warranties appropriate, made by its own analysis and decision to enter into this Agreement and the Company in this Agreementother Transaction Documents to which it is a party.

Adequate Information; No Reliance. Purchaser The Holder acknowledges and agrees that (a) Purchaser the Holder has been furnished with all materials it relating to the Company and the Exchange that the Holder considers relevant necessary or appropriate to making an investment decision to enter into the Purchase Exchange and to invest in the Exchanged New Notes and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished filings made pursuant to the Exchange Act and all information incorporated into such filings and submissions(collectively, the “SEC Documents”), (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser Holder has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company its representatives concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessaryExchange, (dc) Purchaser the Holder understands that its investment in the Exchanged New Notes involves a high degree of risk and has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase Exchange and to make an informed investment decision with respect to the Purchase Exchange and (ed) Purchaser the Holder has had such opportunity to obtain from representatives of the Company such materials relating to the Company and the Exchange as is not relying, necessary to permit it to evaluate the merits and risks of its investment in the Company and has not reliedindependently, without reliance upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by representatives of the Company or any of its Affiliates or representatives, except for (i) the publicly available filings and submissions made by based on such materials relating to the Company with the SEC under and the Exchange Act as the Holder deemed necessary and (ii) appropriate, made its own analysis and decision to enter into this Agreement and the representations and warranties made by the Company in this Agreementother Transaction Documents to which it is a party.

Adequate Information; No Reliance. Purchaser The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) Purchaser the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase Transactions and has had the opportunity to review the Company’s filings and submissions with the U.S. Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Securities Exchange Act and all information incorporated into such filings and submissionsof 1934 (the “Exchange Act”), (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser Undersigned has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, prospects and the terms and conditions of the Purchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessaryTransactions, (dc) Purchaser the Undersigned and each Holder has had the opportunity to consult with its their respective accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the Purchase tax and other consequences of the Transactions with its tax, accounting or legal advisors, (e) Purchaser the Company is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, and (f) neither the Undersigned nor any Holder is relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties made by the Company in this Agreement.

Adequate Information; No Reliance. Purchaser acknowledges and agrees that (a) Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser has had a full opportunity to speak directly with directors, officers and Affiliates “Affiliates” (as that term is defined in Rule 501(b) of Regulation D under the Securities Act) of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase and to make an informed investment decision with respect to the Purchase and (e) Purchaser is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives, except for (iA) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act Act, and (iiB) the representations and warranties made by the Company in this Agreement.

Adequate Information; No Reliance. Purchaser The Holder acknowledges and agrees that (a) Purchaser the Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase Exchange and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, (b) Purchaser the Holder has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser the Holder has had a full opportunity to speak directly with directors, officers and Affiliates “Affiliates” (as that term is defined in Rule 501(b) of Regulation D under the Securities Act) of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the PurchaseExchange, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) Purchaser the Holder has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase Exchange and to make an informed investment decision with respect to the Purchase such Exchange and (e) Purchaser the Holder is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives, except for (iA) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act Act, and (iiB) the representations and warranties made by the Company in this Agreement.

Adequate Information; No Reliance. Purchaser The Investor acknowledges and agrees that (a) Purchaser the Investor has been furnished with all materials it relating to the Company and the Purchase that the Investor considers relevant necessary or appropriate to making an investment decision to enter into the Purchase and to invest in the Purchased Notes and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished filings made pursuant to the Exchange Act and all information incorporated into such filings and submissions(collectively, the “SEC Documents”), (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser Investor has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company its representatives concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchase, (c) the Investor understands that its investment in the Purchased Notes involves a high degree of risk and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase and to make an informed investment decision with respect to the Purchase and (ed) Purchaser the Investor has had such opportunity to obtain from representatives of the Company such materials relating to the Company and the Purchase as is not relying, necessary to permit it to evaluate the merits and risks of its investment in the Company and has not reliedindependently, without reliance upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by representatives of the Company (including its counsel) or any of Xxxxx Xxxxxxx & Co. (including its Affiliates or representatives, except for (icounsel) the publicly available filings and submissions made by based on such materials relating to the Company with and the SEC under Purchase as the Exchange Act Investor deemed necessary and (ii) appropriate, made its own analysis and decision to enter into this Agreement and the representations and warranties made by the Company in this Agreementother Transaction Documents to which it is a party.

Adequate Information; No Reliance. Such Purchaser acknowledges and agrees that (a) such Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase this Agreement and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings SEC Reports and submissions with (ii) this Agreement (including the Securities and Exchange Commission (the “SEC”exhibits thereto), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) such Purchaser has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchasethis Agreement, and to obtain such additional from the Company any information as that it deems considers necessary in making an informed investment decision and to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessaryset forth in the SEC Reports, (dc) such Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase transactions contemplated by this Agreement and to make an informed investment decision with respect to the Purchase and such transactions, (ed) such Purchaser is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representativesrepresentatives or any other entity or person, except for (iA) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act Reports, and (iiB) the representations and warranties made by the Company in this Agreement., (e) no statement or written material contrary to the SEC Reports has been made or given to such Purchaser by or on behalf of the Company, and (f) such Purchaser is able to fend for itself with respect to this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the

Adequate Information; No Reliance. The Purchaser acknowledges and agrees that (a) the Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, including all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, ; (b) the Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, hereby and is able to bear the economic risks of an investment in the Securities; (c) the Purchaser has had a full opportunity to speak directly with directors, directors and officers and Affiliates of the Company and to ask questions of concerning the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, ; (d) the Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase in, and to make an informed investment decision with respect to to, the Purchase transactions contemplated hereunder; and (e) the Purchaser is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates the Company’s directors, officers, affiliates or representatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties made by the Company in this Agreementthe Transaction Documents.

Adequate Information; No Reliance. Such Purchaser acknowledges and agrees that (a) such Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, (b) such Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) such Purchaser has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) such Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase and to make an informed investment decision with respect to the Purchase and (e) such Purchaser is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties made by the Company in this Agreement.

Adequate Information; No Reliance. Purchaser The Holder acknowledges and agrees that (a) Purchaser the Holder has been furnished with all materials it relating to the Company and the Exchange and Purchase that the Holder considers relevant necessary or appropriate to making an investment decision to enter into the Exchange and Purchase and to invest in the Holder’s New Notes and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished filings made pursuant to the Exchange Act and all information incorporated into such filings and submissions(collectively, the “SEC Documents”), (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser Holder has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company its representatives concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Exchange and Purchase, (c) the Holder understands that its investment in the Holder’s New Notes involves a high degree of risk and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Exchange and Purchase and to make an informed investment decision with respect to the Exchange and Purchase and (ed) Purchaser the Holder has had such opportunity to obtain from representatives of the Company such materials relating to the Company and the Exchange and Purchase as is not relying, necessary to permit it to evaluate the merits and risks of its investment in the Company and has not reliedindependently, without reliance upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by representatives of the Company or any of its Affiliates or representatives, except for (i) the publicly available filings and submissions made by based on such materials relating to the Company with the SEC under and the Exchange Act and (ii) Purchase as the representations Holder deemed necessary and warranties appropriate, made by its own analysis and decision to enter into this Agreement and the Company in this Agreementother Transaction Documents to which it is a party.

Adequate Information; No Reliance. Purchaser The Undersigned acknowledges and agrees on behalf of itself and each Purchaser that (a) Purchaser the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase and has had the opportunity to review the CompanyGuarantor’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissionsAct, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser Undersigned has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Guarantor concerning the Company concerning and the CompanyGuarantor, its businessrespectively, their respective businesses, operations, financial performanceperformances, financial condition conditions and prospects, and the terms and conditions of the Purchase, and to obtain such additional information as it deems necessary to verify (c) the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) Purchaser Undersigned has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks and consequences involved in the Purchase and to make an informed investment decision with respect to such Purchase, (d) neither the Purchase Company nor Lazard is acting as a fiduciary or financial or investment adviser to the Undersigned or such Purchaser, and (e) neither the Undersigned nor such Purchaser is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company Company, the Guarantor or any of its Affiliates their respective affiliates or representativesrepresentatives including, without limitation, Lazard, except for (i) the publicly available filings and submissions made by the Company Guarantor with the SEC under the Exchange Act and (ii) the representations and warranties made by the Company and the Guarantor in this Agreement.

Adequate Information; No Reliance. The Purchaser acknowledges and agrees that (a) the Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, (b) the Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) the Purchaser has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) the Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase and to make an informed investment decision with respect to the Purchase and (e) I Purchaser is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties made by the Company in this Agreement.

Adequate Information; No Reliance. Purchaser The Investor acknowledges and agrees that (a) Purchaser the Investor has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase Transactions and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissionsAct, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) Purchaser Investor has had a full opportunity to speak directly with directors, officers and Affiliates of the Company and to ask questions of the Company and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, the Company’s planned acquisition of Bonterra Builders, LLC, and the terms and conditions of the Purchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessaryTransactions, (dc) Purchaser the Investor has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase Transactions and to make an informed investment decision with respect to the Purchase such Transactions and (ed) Purchaser the Investor is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representativesrepresentatives including, without limitation, X.X. Xxxxxx Securities LLC, except for (iA) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act Act, and (iiB) the representations and warranties made by the Company in this Agreement. The Investor is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the New Notes; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the New Notes involves a high degree of risk.