Common use of Independent Investment Decision Clause in Contracts

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser Buyer has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser Buyer confirms that it has not relied on the advice of any other Purchaser’s Buyer's business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Note pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decisionTransaction Documents. Such Purchaser has not relied understands that nothing in this Agreement or any other materials presented by or on the business or legal advice behalf of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by purchase of the Transaction DocumentsSecurities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.

Independent Investment Decision. Such Purchaser Buyer has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser Buyer confirms that it has not relied on the advice of the Company nor any other PurchaserBuyer’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated understands that nothing in the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of Transaction Agreements or any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied materials presented by or on the business or legal advice behalf of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by purchase of the Transaction DocumentsSecurities constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in their sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.

Independent Investment Decision. Such Purchaser Buyer has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser Buyer confirms that it has not relied on the advice of any other Purchaser’s Buyers’ business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase acquire the Shares pursuant to the this Agreement, such decision has been independently made by such Purchaser and such Purchaser confirms that it has not only relied on the advice of any other Purchaser’s business and/or legal its own counsel and not on the advice of the Company or its counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such The Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Transaction Documents. The Purchaser confirms understands that it has not relied on the advice of nothing in this Agreement or any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied materials presented by or on the business or legal advice behalf of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such the Purchaser in connection with the transactions contemplated by purchase of the Transaction DocumentsShares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Seller Shares pursuant to the AgreementTransaction Documents, such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such The Company acknowledges and agrees that each Purchaser does not make or has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties with respect to such Purchaser in connection with the transactions contemplated by the Transaction Documentshereby other than those specifically set forth in this Section 3.2.

Independent Investment Decision. Such The Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the this Agreement, such decision has been independently made by the Purchaser and such the Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s business and/or or legal counsel nor upon any investment banker, or placement agent in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser Buyer has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser Buyer confirms that it has not relied on the advice of any other PurchaserBuyer’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decisionTransaction Documents. Such Purchaser has not relied understands that nothing in this Agreement or any other materials presented by or on the business or legal advice behalf of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by purchase of the Transaction DocumentsShares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied understands that nothing in this Agreement or any other materials presented by or on the business or legal advice behalf of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such the Purchaser in connection with the transactions contemplated by purchase of the Transaction DocumentsSecurities constitutes legal, tax or investment advice.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the this Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company Xxxx Capital Partners, LLC or any of its agents, counsel or Affiliates (as defined below) in making its investment decision hereunder, and confirms that none of such Persons persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documentsthis Agreement.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser Buyer has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser Buyer confirms that it has not relied on the advice of any other PurchaserBuyer’s business and/or legal counsel in making such decision. Such Purchaser Buyer has not relied on the business or legal advice of the Company Placement Agents or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser Buyer in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the this Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company Xxxx Capital Partners, LLC or any of its agents, counsel or Affiliates affiliates in making its investment decision hereunder, and confirms that none of such Persons persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by this Agreement. Such Purchaser has had the Transaction Documentsopportunity to conduct its own due diligence and have its questions regarding the Company and the Shares answered to its satisfaction.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the this Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such If such Purchaser is other than SF Capital Partners Ltd., such Purchaser represents and warrants that Bxxxx Xxxx LLP has not relied on the business or acted as its legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documentsthis Agreement.

Independent Investment Decision. Such The Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser confirms that it has not relied on the advice of any other another Purchaser’s business and/or legal counsel in making such decision. Such The Purchaser has not relied understands that nothing in this Agreement or any other materials presented by or on the business or legal advice behalf of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such the Purchaser in connection with the transactions contemplated by purchase of the Transaction DocumentsSecurities constitutes legal, tax or investment advice.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the this Agreement, such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s 's business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser Buyer has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser Buyer confirms that it has not relied on the advice of any other PurchaserBuyer’s business and/or legal counsel in making such decision. Such Purchaser Buyer has not relied on the business or legal advice of the Company Rxxx Capital Partners, LLC or any of its agents, counsel or Affiliates affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser Buyer in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such The Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the this Agreement, and such the Purchaser confirms that it has not relied on the advice of any other Purchaserthe Company’s business advisors and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the this Agreement, such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the this Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company Xxxx Capital Partners, LLC or any of its agents, counsel or Affiliates affiliates in making its investment decision hereunder, and confirms that none of such Persons persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documentsthis Agreement.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company BMC or any of its their respective agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decisionTransaction Documents. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction DocumentsDocuments other than as contained therein.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Warrant Shares pursuant to the this Agreement, such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s 's business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company BMC, IC or any of its their respective agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Notes, the Warrants, the Common Shares, and/or the Redemption Shares pursuant to the this Agreement, such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s 's business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the this Agreement, such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Trust Shares pursuant to the this Agreement, as permitted by the Investor Agreement. Such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s 's business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction DocumentsARTICLE III.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the this Agreement, such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel (which such Purchaser acknowledges is not relied Xxxxx Xxxx LLP) and not on the advice of any other Purchaser’s business and/or or legal counsel nor upon any investment banker, placement agent, or their respective counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Conversion Shares pursuant to the this Agreement, such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel (which such Purchaser acknowledges is not relied Xxxxx Xxxx LLP) and not on the advice of any other Purchaser’s business and/or or legal counsel nor upon any investment banker, placement agent, or their respective counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Seller Shares pursuant to the AgreementTransaction Documents, such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied , nor on the legal or business or legal advice of the Company RCP or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction DocumentsXxxxx Xxxx LLP.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Trust Shares pursuant to the this Agreement, as permitted by the Investor Agreement. Such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits and risks of its decision to purchase the Shares pursuant to Securities based on the AgreementPurchaser’s own financial circumstances, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such The Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the this Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such The Purchaser has not relied on the business or legal advice of the Company or any of its officers, directors, agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such the Purchaser in connection with the transactions contemplated by the Transaction Documentsthis Agreement.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company BMC or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser Buyer has independently evaluated the merits of its decision to purchase the Purchase Shares pursuant to the this Agreement, such decision has been independently made by such Buyer and such Purchaser Buyer confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s Buyer's business and/or legal counsel counsel, or the Company's legal counsel, in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such The Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decisionTransaction Documents. Such The Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction DocumentsDocuments other than as contained therein.

Independent Investment Decision. Such Purchaser The Buyer has independently evaluated the merits of its decision to purchase the Shares Notes pursuant to the this Agreement, and such Purchaser the Buyer confirms that it has not relied on the advice of any other Purchaserthe Company’s business advisors and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company Placement Agent or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such The Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such The Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction DocumentsAgreement other than as contained therein.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the AgreementTransaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company (or any of its agents, counsel counsel, or Affiliates Affiliates) in making its investment decision hereundersuch decision; provided that the foregoing shall in no way limit Purchaser’s right to rely on the truth, accuracy and confirms that none completeness of such Persons has the representations and warranties of the Company and the Bank made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documentsherein.

Independent Investment Decision. Such Purchaser Buyer has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents (as defined herein), and such Purchaser Buyer confirms that it has not relied on the advice of any other PurchaserBuyer’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser Buyer has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents (as defined herein), and such Purchaser Buyer confirms that it has not relied on the advice of any other Purchaser’s Buyer's business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Notes, the Warrants, and/or the Common Shares pursuant to the this Agreement, such decision has been independently made by such Purchaser and such Purchaser confirms that it has only relied on the advice of its own business and/or legal counsel and not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such The Company acknowledges and agrees that each Purchaser does not make or has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties with respect to such Purchaser in connection with the transactions contemplated by the Transaction Documentshereby other than those specifically set forth in this Agreement.

Independent Investment Decision. Such Purchaser Buyer has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser Buyer confirms that it has not relied on the advice of any other Purchaser’s business Buyer's business, financial and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Note pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction DocumentsAgreement.

Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares Securities pursuant to the AgreementTransaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company Xxxx Capital Partners, LLC or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.