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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 & 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 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 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 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 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 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 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) 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 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 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 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 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 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: (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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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) 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 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 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 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 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 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 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 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 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 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 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 Dealer Manager has been retained solely to act as underwriters a dealer manager in connection with the sale of the Securities Exchange Offers and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Dealer Manager has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Dealer Manager has advised or are is 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 Manager 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 Manager 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 Dealer Manager 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 Dealer Manager is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the UnderwritersDealer Manager, 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 Manager 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 Manager 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 and the Warrant Shares set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and do not constitute a recommendation, investment advice, or solicitation of any action by the 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 the other Underwriter, and not on behalf of the Company; (e) none of the activities of the Underwriter in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriter with respect to any entity or natural person; and (ef) 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 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 the Company 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 the Company waives to the fullest extent permitted by law, any claims claim 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 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 any Selling Stockholder 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 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 Representative 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 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 each of the Selling Stockholders and that the Underwriters have Representative 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 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 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 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 or any 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 Company, or any Selling Stockholder.

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, 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 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 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 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 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 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 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 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 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 the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the fullest extent permitted by lawoffering contemplated hereby and the Company has consulted its own legal, 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 accounting, regulatory and agrees that the Underwriters shall have no liability (whether direct or indirect) 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 deemed appropriate.

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 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 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 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 are Underwriter is acting, in respect of the transactions contemplated by this Agreement, Agreement solely for the benefit of the UnderwritersUnderwriter, and not on behalf of the Company; and (e) the Underwriter has not provided any legal, accounting, regulatory, or tax advice with respect to the offering contemplated hereby and the Company has consulted his, her or its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate; and (f) 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 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 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 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 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 the Company 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 the Company 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 the Company waives to the fullest extent permitted by law, 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 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 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.