Page 16 of 20 – SEC Filing
506(d)(1) of Regulation D or is subject to a statutory disqualification described under Section 3(a)(39) of the Exchange Act. The Purchaser also agrees to notify the Company if the Purchaser
or any person or entity in control of the Purchaser becomes subject to such disqualification (so long as the Purchaser of such person beneficially owns any Shares).
Section 3.8 Investment Experience; Excluded Information; Etc.
(a) The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits, risks and suitability of the Transaction, (ii) is able to bear the risk of an entire loss of its investment in the Shares, and (iii) is consummating the Transaction with a full understanding of all of the terms, conditions and
risks and willingly assumes those terms, conditions and risks.
(b) The Purchaser has reviewed the Companys Annual
Report on Form 20-F for the fiscal year ended December 31, 2017 and such other subsequent public filings of and submissions by the Company to the SEC as it and its advisers deemed necessary and appropriate for it to make its decision to enter
into this Agreement.
(c) The Purchaser has conducted an independent investigation of such matters as, in its judgment, it
deemed necessary and appropriate for it to make an informed investment decision and has evaluated the merits and risks of the Transaction based exclusively on its own independent review and consultations with its own investment, legal, tax,
accounting and other advisers. The Purchaser has made its investment decision to enter into this Agreement and to consummate the transactions contemplated hereby without reliance on any representation or statement of the Company or either of the
Sellers, other than those set forth in this Agreement.
(d) Except as set forth in this Agreement, none of the Sellers nor
their respective agents (i) has been requested to or has provided the Purchaser with any information or advice with respect to the Shares, or (ii) has made or makes any representation or warranty as to the Company.
(e) The Purchaser expressly acknowledges that (i) the Sellers currently may have, and later may come into possession of,
material nonpublic information with respect to the Company including, without limitation, with respect to its capital stock, business, assets, liabilities, results of operations and future prospects (including historic and projected financial and
other information) that has not been disclosed or that is not known to the Purchaser and that may impact the value of the Shares or may be material to a decision to sell the Shares (the Excluded Information), (ii) the
Purchaser has determined to enter into this Agreement notwithstanding its lack of knowledge of the Excluded Information and (iii) neither of the Sellers shall have any liability to the Purchaser, and the Purchaser hereto waives and releases any
claims that it might have against either of the Sellers hereto whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Excluded Information in connection with the sale of the Shares and the Transaction,
including any right to rescind or invalidate the transfer of the Shares.
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506(d)(1) of Regulation D or is subject to a statutory disqualification described under Section 3(a)(39) of the Exchange Act. The Purchaser also agrees to notify the Company if the Purchaser
or any person or entity in control of the Purchaser becomes subject to such disqualification (so long as the Purchaser of such person beneficially owns any Shares).
Section 3.8 Investment Experience; Excluded Information; Etc.
(a) The Purchaser (i) has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits, risks and suitability of the Transaction, (ii) is able to bear the risk of an entire loss of its investment in the Shares, and (iii) is consummating the Transaction with a full understanding of all of the terms, conditions and
risks and willingly assumes those terms, conditions and risks.
(b) The Purchaser has reviewed the Companys Annual
Report on Form 20-F for the fiscal year ended December 31, 2017 and such other subsequent public filings of and submissions by the Company to the SEC as it and its advisers deemed necessary and appropriate for it to make its decision to enter
into this Agreement.
(c) The Purchaser has conducted an independent investigation of such matters as, in its judgment, it
deemed necessary and appropriate for it to make an informed investment decision and has evaluated the merits and risks of the Transaction based exclusively on its own independent review and consultations with its own investment, legal, tax,
accounting and other advisers. The Purchaser has made its investment decision to enter into this Agreement and to consummate the transactions contemplated hereby without reliance on any representation or statement of the Company or either of the
Sellers, other than those set forth in this Agreement.
(d) Except as set forth in this Agreement, none of the Sellers nor
their respective agents (i) has been requested to or has provided the Purchaser with any information or advice with respect to the Shares, or (ii) has made or makes any representation or warranty as to the Company.
(e) The Purchaser expressly acknowledges that (i) the Sellers currently may have, and later may come into possession of,
material nonpublic information with respect to the Company including, without limitation, with respect to its capital stock, business, assets, liabilities, results of operations and future prospects (including historic and projected financial and
other information) that has not been disclosed or that is not known to the Purchaser and that may impact the value of the Shares or may be material to a decision to sell the Shares (the Excluded Information), (ii) the
Purchaser has determined to enter into this Agreement notwithstanding its lack of knowledge of the Excluded Information and (iii) neither of the Sellers shall have any liability to the Purchaser, and the Purchaser hereto waives and releases any
claims that it might have against either of the Sellers hereto whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Excluded Information in connection with the sale of the Shares and the Transaction,
including any right to rescind or invalidate the transfer of the Shares.
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