definiens: of the Company ( liS defined in Rule 144 of the Securities Act ) or ( y ) to the koowlcdge of the Company, a ( illi defined for purposes of Rule 13d-3 of the Exchange Act ( as defined below » of morc than ten perun ! ( 10 % ) of the outstanding shares of Common Stock . The Company further ackoowlcdges thai Purchaser is oot acting as a financial advisor or fiduciary of the Company ( or in any similar capacity ) with respect to this Agnoeme nt and the Contcmplated Transacti ons, and any advice given by Purchaser or any of its representatives or agcnts in conJlC(:tiou with this Agroemcnt ~nd the Contemplated Tnmsactions is mm : ly incidental to Purchaser 's purchase of tile Shares