Common use of Excluded Information Clause in Contracts

Excluded Information. (a) As of the Effective Date, the Sellers understand that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also acknowledges and agrees that Purchaser is an existing stockholder of the Company and that the Purchaser may have access to and may possess nonpublic information regarding the Company not known to the Sellers (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the Purchaser, directly or indirectly, and may or may not be available to the Sellers from sources other than the Company or the Purchaser. Such Excluded Information may include information received (A) by the Purchaser or its Representatives in their capacities as directors, stockholders or affiliates of the Company, (B) from the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages to which the Sellers may be subject on account of the disparity of information as between the Purchaser and the Sellers, and the Sellers have nonetheless deemed it appropriate to engage in the sale of the Shares hereunder. In respect of this Section 2.8, each Seller further represents, warrants and acknowledges that it: (a) is a sophisticated seller with respect to its Shares, (b) has adequate information concerning its Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale of its Shares to the Purchaser and with respect to the Purchaser as the buyer of its Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of its Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Shares. (b) Each Seller hereby: (1) agrees that neither the Purchaser nor its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such Sellers or its affiliates with respect to the existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3) with respect to the disposition and sale of the Shares, releases and discharges the Purchaser and its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives and all successors and assigns thereto (each a “Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such Seller and/or its affiliates, successors or assigns may have against any Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (c) Each Seller hereby represents to each Released Party that (i) it has not assigned any claim or possible claim against the Released Parties, (ii) it fully intends to release all claims against the Released Parties as set forth above, and (iii) it has been advised by, and have consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.8.

Excluded Information. (a) As In connection with any assignment pursuant to this Assignment and Assumption, each of the Assignor and the Assignee, in its capacity as purchaser of the Assigned Interest, acknowledges that as of the Effective Date, Date that (i) the Sellers understand that the Company assignment is in an open window pursuant to the Companyterms of Section 10.6 of the Credit Agreement, (ii) the other party to the Assignment and Assumption currently may have, and later may come into possession of, Excluded Information, (iii) it has independently and, without reliance on any Non-Debt Fund Affiliate or Purchasing Borrower Party or any of their Subsidiaries, Holdings, the Borrower or any of their Subsidiaries, or the Administrative Agent, has made its own analysis and determination to participate in such assignment notwithstanding such Lender’s Window Period Policylack of knowledge of the Excluded Information to enter into the Assignment and Assumption and to consummate the transactions contemplated thereby, (iv) none of any Non-Debt Fund Affiliate or Purchasing Borrower Party or any of their Subsidiaries, Holdings, the Borrower or their respective Subsidiaries, or the Administrative Agent shall have any liability to it, and it hereby waives and releases, to the extent permitted by law, any claims it may have against any Non-Debt Fund Affiliate or Purchasing Borrower Party and any of their Subsidiaries, Holdings, the Borrower and their respective Subsidiaries, and the Administrative Agent, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Seller also acknowledges and agrees that Purchaser is an existing stockholder of the Company assigning Lender and Assignee, in its capacity as purchaser of the Acquired Interest, further acknowledges that the Purchaser may have access to and may possess nonpublic information regarding the Company not known to the Sellers (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the Purchaser, directly or indirectly, and may or may not be available to the Sellers from sources other than the Company Administrative Agent or the Purchaserother Lenders. Such Excluded Information may include information received Barclays Bank PLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ / Barclays Agency Services Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ / ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of January 31, 2014 (Aas amended, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the undersigned, as Borrower, NMH Holdings, LLC, the Lenders named therein and Barclays Bank PLC, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. Pursuant to Section 2.2 if the Credit Agreement, the Borrower hereby requests a Tranche B Term Loan Borrowing, as follows: 1. In the aggregate amount of $ . 2. On , 201 (a Business Day). 3. Comprised of a [ABR] [Eurodollar Rate] Borrowing. 4. Interest Period as to any Eurodollar Loan: [ ]]1 [4][5]. The Borrower’s account to which funds are to be disbursed is: 1 Specify one, two, three or six (or, if agreed to by all Lenders under the relevant Facility, twelve) by the Purchaser or its Representatives in their capacities as directors, stockholders or affiliates months. The location and number of Borrower’s account at Administrative Agent to which proceeds of the Company, (B) from Loans are to be disbursed: Bank: Bank City/State: Beneficiary Account Name: Beneficiary Account #: Beneficiary ABA #: Beneficiary City/State: Ref info: Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ The Borrower hereby represents and warrants that the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are experienced, sophisticated and knowledgeable conditions specified in trading securities of public and private companies and understands the disadvantages to which the Sellers may be subject on account of the disparity of information as between the Purchaser and the Sellers, and the Sellers have nonetheless deemed it appropriate to engage in the sale of the Shares hereunder. In respect of this Section 2.8, each Seller further represents, warrants and acknowledges that it: paragraphs (a) is a sophisticated seller with respect to its Shares, and (b) has adequate information concerning its Sharesof Section 5.2 of the Credit Agreement are satisfied. Very truly yours, (c) has conductedNATIONAL MENTOR HOLDINGS, INC. By: Name: Title: Barclays Bank PLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ / Barclays Agency Services Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ / ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Ladies and Gentlemen: Reference is made to the extent it deemed necessaryCredit Agreement dated as of January 31, an independent investigation 2014 (as amended, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the undersigned, as Borrower, NMH Holdings, LLC the Lenders named therein and Barclays Bank PLC, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a notice of such matters asborrowing and the Borrower hereby requests that the Revolving Lenders make Revolving Loans under the Credit Agreement, and in its judgment, is necessary for it that connection the Borrower specifies the following information pursuant to make an informed investment decision Section 2.5 of the Credit Agreement with respect to the sale of its Shares to the Purchaser and with respect to the Purchaser as the buyer of its Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of its Shares to the Purchaser or with respect to the Purchaser as the purchaser borrowing of the Shares. (b) Each Seller Revolving Loans requested hereby: (1) agrees that neither the Purchaser nor its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such Sellers or its affiliates with respect to the existence, possession or non-disclosure : Principal amount of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3) with respect to the disposition and sale of the Shares, releases and discharges the Purchaser and its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives and all successors and assigns thereto (each a “Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such Seller and/or its affiliates, successors or assigns may have against any Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (c) Each Seller hereby represents to each Released Party that (i) it has not assigned any claim or possible claim against the Released Parties, (ii) it fully intends to release all claims against the Released Parties as set forth above, and (iii) it has been advised by, and have consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.8.Revolving Loans: $[ ].1

Excluded Information. (a) As of the Effective Date, the Sellers understand The Seller acknowledges that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also acknowledges and agrees that Purchaser is an existing stockholder of the Company and that the Purchaser may have access to and may possess nonpublic information regarding the Company not known to the Sellers other Party (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the Purchaser, directly or indirectly, and may or may not be available to the Sellers Seller from sources other than the Company or the Purchaser. Such Excluded Information may include information received (A) by the Purchaser or its Representatives in their capacities as directors, stockholders or affiliates of the Company, (B) from the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are Seller is experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages to which the Sellers Seller may be subject on account of the disparity of information as between the Purchaser and the SellersSeller, and the Sellers have Seller has nonetheless deemed it appropriate to engage in the sale of the Shares hereunder. In respect of this Section 2.8, each the Seller further represents, warrants and acknowledges that it: (a) is a sophisticated seller with respect to its Shares, (b) has adequate information concerning its Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale of its Shares to the Purchaser and with respect to the Purchaser as the buyer of its Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of its Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Shares. (b) Each The Seller hereby: (1) agrees that neither the Purchaser nor its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such Sellers the Seller or its affiliates with respect to the existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-non- disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish relinquishes all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3) with respect to the disposition and sale of the Shares, releases and discharges the Purchaser and its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives and all successors and assigns thereto (each a “Purchaser Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such the Seller and/or its affiliates, successors or assigns may have against any Purchaser Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (c) Each The Seller hereby represents to each Purchaser Released Party that (i) it has not assigned any claim or possible claim against the Purchaser Released Parties, (ii) it fully intends to release all claims against the Purchaser Released Parties as set forth above, and (iii) it has been advised by, and have has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.8.

Excluded Information. (a) As of the Effective Date, the Sellers understand The Seller acknowledges that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also acknowledges and agrees that Purchaser is an existing stockholder of the Company and that the Purchaser may have access to and may possess nonpublic information regarding the Company not known to the Sellers other Party (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the Purchaser, directly or indirectly, and may or may not be available to the Sellers Seller from sources other than the Company or the Purchaser. Such Excluded Information may include information received (A) by the Purchaser or its Representatives in their capacities as directors, stockholders or affiliates of the Company, (B) from the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are Seller is experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages to which the Sellers Seller may be subject on account of the disparity of information as between the Purchaser and the SellersSeller, and the Sellers have Seller has nonetheless deemed it appropriate to engage in the sale of the Shares hereunder. In respect of this Section 2.8, each the Seller further represents, warrants and acknowledges that it: (a) is a sophisticated seller with respect to its Shares, (b) has adequate information concerning its Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale of its Shares to the Purchaser and with respect to the Purchaser as the buyer of its Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of its Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Shares. (b) Each The Seller hereby: (1) agrees that neither the Purchaser nor its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such Sellers the Seller or its affiliates with respect to the existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-non- disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish relinquishes all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3) with respect to the disposition and sale of the Shares, releases and discharges the Purchaser and its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives and all successors and assigns thereto (each a “Purchaser Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such the Seller and/or its affiliates, successors or assigns may have against any Purchaser Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (ca) Each The Seller hereby represents to each Purchaser Released Party that (i) it has not assigned any claim or possible claim against the Purchaser Released Parties, (ii) it fully intends to release all claims against the Purchaser Released Parties as set forth above, and (iii) it has been advised by, and have has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.8.

Excluded Information. (a) As of the Effective Date, the Sellers understand that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also Purchaser acknowledges and agrees that Purchaser the Seller is an existing stockholder of the Company and that the Purchaser Seller may have access to and may possess nonpublic information regarding the Company not known to the Sellers (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the PurchaserSeller, directly or indirectly, and may or may not be available to the Sellers Purchaser from sources other than the Company or the PurchaserSeller. Such Excluded Information may include information received (A) by the Purchaser Seller or its Representatives in their capacities as directors, officers, stockholders or affiliates of the Company, (B) from the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are Purchaser is experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages to which the Sellers Purchaser may be subject on account of the disparity of information as between the Purchaser and the SellersSeller, and the Sellers have Purchaser has nonetheless deemed it appropriate to engage in the sale purchase of the Shares hereunder. In respect of this Section 2.8, each Seller further represents, warrants and acknowledges that it: (a) is a sophisticated seller with respect to its Shares, (b) has adequate information concerning its Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale of its Shares to the Purchaser and with respect to the Purchaser as the buyer of its Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of its Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Shares. (b) Each Seller The Purchaser hereby: (1) agrees that neither the Purchaser Seller nor its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such Sellers the Purchaser or its affiliates with respect to the existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-non- disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3) with respect to the disposition and sale of the Shares, releases and discharges the Purchaser Seller and its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives and all successors and assigns thereto (each a “Seller Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such Seller the Purchaser and/or its affiliates, successors or assigns may have against any Seller Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (c) Each Seller The Purchaser hereby represents to each Seller Released Party that (i) it has not assigned any claim or possible claim against the Seller Released Parties, (ii) it fully intends to release all claims against the Seller Released Parties as set forth above, and (iii) it has been advised by, and have has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.83.9.

Excluded Information. (a) As of the Effective Date, the Sellers understand The Seller acknowledges that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also acknowledges and agrees that Purchaser is an existing stockholder of the Company and that the Purchaser may have access to and may possess material nonpublic information regarding the Company not known to the Sellers Seller (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the Purchaser, directly or indirectly, and may or may not be available to the Sellers Seller from sources other than the Company or the Purchaser. Such The Seller hereby assumes and accepts the risk that the Excluded Information may include information received (A) by will not be known to the Purchaser or its Representatives in their capacities as directors, stockholders or affiliates of the Company, (B) from the Company on Seller before making a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages binding commitment to which the Sellers may be subject on account of the disparity of information as between the Purchaser and the Sellers, and the Sellers have nonetheless deemed it appropriate to engage in consummate the sale of the Shares hereunder to the Purchaser and of the impact of the Excluded Information on the value of the Shares the Seller is selling to the Purchaser hereunder. In respect of this Section 2.8, each The Seller further represents, warrants and acknowledges that itshe: (a) is a sophisticated seller with respect to its the Shares, (b) has adequate information concerning its the Shares, (c) has conducted, to the extent it she deemed necessary, an independent investigation of such matters as, in its her judgment, is necessary for it her to make an informed investment decision with respect to the sale of its the Shares to the Purchaser and with respect to the Purchaser as the buyer purchaser of its the Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of its the Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Shares. (b) Each The Seller acknowledges that she has been afforded (i) the opportunity to receive information (including the Excluded Information) about the Company and its financial condition, results of operations, business, properties, management and prospects, and (ii) the opportunity to ask such questions of, and to receive answers from, representatives of the Purchaser concerning such information (including the Excluded Information), in each case sufficient to enable her to evaluate a decision to sell the Shares to the Purchaser. (c) The Seller hereby: (1i) agrees that neither the Purchaser nor its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives representatives shall have any liability to such Sellers the Seller or its her affiliates with respect to the existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2ii) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish relinquishes all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3iii) with respect to the disposition purchase and sale of the Shares, releases and discharges the Purchaser and its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives representatives and all successors and assigns thereto (each a “Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such the Seller and/or its her affiliates, successors or assigns may have against any Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (cd) Each The Seller hereby represents to each Released Party that (i) it has not assigned any claim or possible claim against the Released Parties, (ii) it fully intends to release all claims against the Released Parties as set forth above, and (iii) it has been advised by, and have has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.82.05.

Excluded Information. (a) As of the Effective Date, the Sellers understand The Purchaser acknowledges that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also acknowledges and agrees that Purchaser is an existing stockholder of the Company and that the Purchaser Seller may have access to and may possess material nonpublic information regarding the Company not known to the Sellers Purchaser (the “Excluded Information”). The Such Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the PurchaserSeller, directly or indirectly, and may or may not be available to the Sellers Purchaser from sources other than the Company or the PurchaserSeller. Such Excluded Information may include information received (A) by the Purchaser Seller or its Representatives in their capacities as directors, stockholders or affiliates of the Company, (B) from the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are Purchaser is experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages to which the Sellers Purchaser may be subject on account of the disparity of information as between the Purchaser Seller and the SellersPurchaser, and the Sellers have Purchaser has nonetheless deemed it appropriate and in its best interest to engage in the sale purchase of the Shares hereunder. In respect of this Section 2.83.9, each Seller the Purchaser further represents, warrants and acknowledges that it: (a) is a sophisticated seller purchaser with respect to its the Shares, (b) has adequate information concerning its the Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale purchase of its the Shares to from the Purchaser Seller and with respect to the Purchaser Seller as the buyer seller of its the Shares, and (d) has not relied upon the Purchaser Seller for any investigation into, assessment of, or evaluation with respect to the sale purchase of its the Shares to from the Purchaser Seller or with respect to the Purchaser Seller as the purchaser seller of the Shares. (b) Each Seller The Purchaser hereby: (1) agrees that neither the Purchaser Seller nor its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such Sellers the Purchaser or its affiliates with respect to the existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish relinquishes all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; (3) agrees that it has been given the opportunity to obtain information from the Seller concerning the terms and conditions of the Shares necessary in order for it to evaluate the merits and risks of the Shares. Notwithstanding the foregoing, it and its advisors are not relying on any communication (written or oral and including, without limitation, opinions of third party advisors) of the Seller or its affiliates as (i) legal, regulatory, tax, business, investments, financial, accounting or other advice, (ii) a recommendation to purchase the Shares, or (iii) an assurance or guarantee as to the expected results of the Shares; it being understood that information and explanations related to the terms and conditions of the Shares are made incidental to the other party’s business and shall not be considered (A) legal, regulatory, tax, business, investments, financial, accounting or other advice, (B) a recommendation to purchase the Shares, or (C) an assurance or guarantee as to the expected results of the Shares. Any such communication should not be the basis on which the recipient has entered into a decision to purchase the Shares, and should be independently confirmed by the recipient and its advisors prior to purchasing the Shares; and (34) with respect to the disposition purchase and sale of the Shares, releases and discharges the Purchaser Seller and its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives and all successors and assigns thereto (each a “Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such Seller the Purchaser and/or its affiliates, successors or assigns may have against any Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (c) Each Seller The Purchaser hereby represents to each Released Party that (i) it has not assigned any claim or possible claim against the Released Parties, (ii) it fully intends to release all claims against the Released Parties as set forth above, and (iii) it has been advised by, and have has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.83.9. (d) The Purchaser has received and reviewed a copy of the offering documents including the risk factors relating to the Securities, and such other information as it deems necessary in order to make its investment decision, including but not limited to: (A) the exact name of the Company and the Company’s predecessor (if applicable), (B) the address of the Company’s principal executive offices, (C) the exact title and class of the Securities, (D) the par or stated value of the Securities, (E) the number of shares or total amount of the securities outstanding as of the end of the Company’s most recent fiscal year, (F) the name and address of the transfer agent, corporate secretary, or other person responsible for transferring shares and stock certificates, (G) a reasonably current statement of the nature of the business of the Company and the products and services it offers, (H) the names of the officers and directors of the Company, (I) the names of any persons registered as a broker, dealer, or agent that has or shall be paid or given, directly or indirectly, any commission or remuneration for such person’s participation in the offer or sale of the Securities, and (K) the Company’s most recent balance sheet, dated as of [____] and profit and loss statement dated as of [___] and similar financial statements, which (i) cover the Company’s two preceding fiscal years and (ii) are prepared in accordance with generally accepted accounting principles in the United States. (e) The Purchaser acknowledges that it assumes all economic risk of loss that may occur as a result of changes in the prices of the Securities. (f) Except as otherwise disclosed to the Seller in writing: (i) The Purchaser is not resident in (a) a jurisdiction that has been designated by the Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act of 2001 (the “PATRIOT Act”) as warranting special measures due to money laundering concerns or (b) any foreign country that has been designated as non-cooperative with international anti money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur (a “Non Cooperative Jurisdiction”); (ii) the Purchaser’s funds do not originate from, nor will they be routed through, an account maintained at (a) a Foreign Shell Bank, (b) a foreign bank (other than a Regulated Affiliate) that is barred, pursuant to its banking license, from conducting banking activities with the citizens of, or with the local currency of, the country that issued the license, or (c) a bank organized or chartered under the laws of a Non Cooperative Jurisdiction; and (iii) the Purchaser is not a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure, in each case, within the meaning of the PATRIOT Act.

Excluded Information. (a) As of the Effective Date, the Sellers understand that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also Purchaser acknowledges and agrees that Purchaser the Seller is an existing stockholder of the Company and that the Purchaser Seller may have access to and may possess nonpublic information regarding the Company not known to the Sellers (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the PurchaserSeller, directly or indirectly, and may or may not be available to the Sellers Purchaser from sources other than the Company or the PurchaserSeller. Such Excluded Information may include information received (A) by the Purchaser Seller or its Representatives in their capacities as directors, officers, stockholders or affiliates of the Company, (B) from the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are Purchaser is experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages to which the Sellers Purchaser may be subject on account of the disparity of information as between the Purchaser and the SellersSeller, and the Sellers have Purchaser has nonetheless deemed it appropriate to engage in the sale purchase of the Shares hereunder. In respect of this Section 2.8, each Seller further represents, warrants and acknowledges that it: (a) is a sophisticated seller with respect to its Shares, (b) has adequate information concerning its Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale of its Shares to the Purchaser and with respect to the Purchaser as the buyer of its Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of its Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Shares. (b) Each Seller The Purchaser hereby: (1) agrees that neither the Purchaser Seller nor its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such Sellers the Purchaser or its affiliates with respect to the existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-non- disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3) with respect to the disposition and sale of the Shares, releases and discharges the Purchaser Seller and its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives and all successors and assigns thereto (each a “Seller Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such Seller the Purchaser and/or its affiliates, successors or assigns may have against any Seller Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (ca) Each Seller The Purchaser hereby represents to each Seller Released Party that (i) it has not assigned any claim or possible claim against the Seller Released Parties, (ii) it fully intends to release all claims against the Seller Released Parties as set forth above, and (iii) it has been advised by, and have has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.83.9.

Excluded Information. (a) As of the Effective Date, the Sellers understand that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also Purchaser acknowledges and agrees that Purchaser is an the Sellers are existing stockholder of the Company and that the Purchaser Sellers and/or the Placement Agent may have access to and may possess nonpublic information regarding the Company not known to the Sellers (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company Company, the Seller or the PurchaserPlacement Agent, directly or indirectly, and may or may not be available to the Sellers Purchaser from sources other than the Company Company, the Seller or the PurchaserPlacement Agent. Such Excluded Information may include information received (A) by the Purchaser Seller or its Representatives in their capacities as directors, officers, stockholders or affiliates of the Company, (B) from the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are Purchaser is experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages to which the Sellers Purchaser may be subject on account of the disparity of information as between the Purchaser and the Sellers, and the Sellers have Purchaser has nonetheless deemed it appropriate to engage in the sale purchase of the Shares hereunder. In respect of this Section 2.8, each Seller further represents, warrants and acknowledges that it: . (a) is a sophisticated seller with respect to its Shares, (b) has adequate information concerning its Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale of its Shares to the Purchaser and with respect to the Purchaser as the buyer of its Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of its Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Shares. (b) Each Seller hereby: (1) agrees that neither the Purchaser Sellers the Placement Agent nor its their respective directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such Sellers the Purchasers or its their affiliates with respect to the existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3) with respect to the disposition and sale of the Shares, releases and discharges the Purchaser Seller, the Placement Agent and its their respective directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives and all successors and assigns thereto (each a “Seller Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such Seller the Purchasers and/or its their affiliates, successors or assigns may have against any Seller Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (cb) Each Seller The Purchaser hereby represents to each Seller Released Party that (i) it has not assigned any claim or possible claim against the Seller Released Parties, (ii) it fully intends to release all claims against the Seller Released Parties as set forth above, and (iii) it has been advised by, and have has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.83.9.

Excluded Information. (a) As of the Effective Date, the Sellers understand that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also Purchaser acknowledges and agrees that Purchaser the Seller is an existing stockholder of the Company and that the Purchaser Seller may have access to and may possess nonpublic information regarding the Company not known to the Sellers (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the PurchaserSeller, directly or indirectly, and may or may not be available to the Sellers Purchaser from sources other than the Company or the PurchaserSeller. Such Excluded Information may include information received (A) by the Purchaser Seller or its Representatives in their capacities as directors, officers, stockholders or affiliates of the Company, (B) from the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are Purchaser is experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages to which the Sellers Purchaser may be subject on account of the disparity of information as between the Purchaser and the SellersSeller, and the Sellers have Purchaser has nonetheless deemed it appropriate to engage in the sale purchase of the Shares hereunder. In respect of this Section 2.8, each Seller further represents, warrants and acknowledges that it: (a) is a sophisticated seller with respect to its Shares, (b) has adequate information concerning its Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale of its Shares to the Purchaser and with respect to the Purchaser as the buyer of its Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of its Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Shares. (b) Each Seller The Purchaser hereby: (1) agrees that neither the Purchaser Seller nor its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such Sellers the Purchaser or its affiliates with respect to the existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3) with respect to the disposition and sale of the Shares, releases and discharges the Purchaser Seller and its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives and all successors and assigns thereto (each a “Seller Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such Seller the Purchaser and/or its affiliates, successors or assigns may have against any Seller Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (c) Each Seller The Purchaser hereby represents to each Seller Released Party that (i) it has not assigned any claim or possible claim against the Seller Released Parties, (ii) it fully intends to release all claims against the Seller Released Parties as set forth above, and (iii) it has been advised by, and have has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.83.9.

Excluded Information. (a) As of the Effective Date, the The Sellers understand acknowledge that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also acknowledges and agrees that Purchaser is an Purchasers may be existing stockholder stockholders of the Company and that the Purchaser Purchasers and the Placement Agent may have access to and may possess nonpublic non-public information regarding the Company not known to the Sellers other party (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company Company, the Purchasers or the PurchaserPlacement Agent, directly or indirectly, and may or may not be available to the Sellers from sources other than the Company Company, the Purchasers or the PurchaserPlacement Agent. Such Excluded Information may include information received (A) by the Purchaser Purchasers or its their Representatives in their capacities as directors, stockholders or affiliates of the Company, (B) from the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands understand the disadvantages to which the Sellers Seller may be subject on account of the disparity of information as between the Purchaser and the SellersSeller, and the Sellers have Seller has nonetheless deemed it appropriate to engage in the sale of the Shares hereunder. In respect of this Section 2.82.9, each the Seller further represents, warrants and acknowledges that it: (a) is a sophisticated seller with respect to its Shares, (b) has adequate information concerning its Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale of its Shares to the Purchaser and with respect to the Purchaser as the buyer of its Shares, and (d) has not relied upon the Purchaser or the Placement Agent for any investigation into, assessment of, or evaluation with respect to the sale of its Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Shares. (b) Each The Seller hereby: (1) agrees that neither the Purchaser Purchasers, the Placement Agent nor its any of their respective directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such the Sellers or its their affiliates with respect to the existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish relinquishes all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3) with respect to the disposition and sale of the Shares, releases and discharges the Purchaser Purchaser, the Placement Agent and its their respective directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives and all successors and assigns thereto (each a “Purchaser Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such Seller the Sellers and/or its their affiliates, successors or assigns may have against any Purchaser Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (c) Each . The Seller hereby represents to each Purchaser Released Party that (i) it has not assigned any claim or possible claim against the Released Parties, (ii) it fully intends to release all claims against the Purchaser Released Parties as set forth above, and (iii) it has been advised by, and have has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.82.9.

Excluded Information. (a) As of the Effective Date, the Sellers understand The Seller acknowledges that the Company is in an open window pursuant to the Company’s Window Period Policy. Each Seller also acknowledges and agrees that Purchaser is may be an existing stockholder of the Company and that the Purchaser may have access to and may possess nonpublic information regarding the Company not known to the Sellers other party (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Company or the Purchaser, directly or indirectly, and may or may not be available to the Sellers Seller from sources other than the Company or the Purchaser. Such Excluded Information may include information received (A) by the Purchaser or its Representatives in their capacities as directors, stockholders or affiliates of the Company, (B) from the Company on a confidential basis, or (C) on a privileged basis from the attorneys, financial advisers or other Representatives of the Company. Although such Excluded Information may be indicative of a value of the Shares that is substantially different than the Purchase Price, the Sellers are Seller is experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages to which the Sellers Seller may be subject on account of the disparity of information as between the Purchaser and the SellersSeller, and the Sellers have Seller has nonetheless deemed it appropriate to engage in the sale of the Shares hereunder. In respect of this Section 2.8, each the Seller further represents, warrants and acknowledges that it: (a) is a sophisticated seller with respect to its Shares, (b) has adequate information concerning its Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale of its Shares to the Purchaser and with respect to the Purchaser as the buyer of its Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of its Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Shares. (b) Each The Seller hereby: (1) agrees that neither the Purchaser nor its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives shall have any liability to such Sellers the Seller or its affiliates with respect to the existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquish relinquishes all rights and remedies accorded by applicable law to a seller of securities with respect to the Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3) with respect to the disposition and sale of the Shares, releases and discharges the Purchaser and its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or Representatives and all successors and assigns thereto (each a “Purchaser Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which such the Seller and/or its affiliates, successors or assigns may have against any Purchaser Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information whether asserted, unasserted, absolute, contingent, known or unknown. (c) Each The Seller hereby represents to each Purchaser Released Party that (i) it has not assigned any claim or possible claim against the Purchaser Released Parties, (ii) it fully intends to release all claims against the Purchaser Released Parties as set forth above, and (iii) it has been advised by, and have has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the consequences of the waivers and releases set forth in this Section 2.8.