Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any Person participating in the offering contemplated by the Prospectus Supplement that is not an Affiliate or its agents or counsel with any information that the Company believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that any Person participating in the offering contemplated by the Prospectus Supplement that is not an Affiliate will rely solely on the foregoing representation in effecting transactions in securities of the Company.