The Company understands and agrees that it will be solely responsible for all attorneys' fees and expenses incurred by the Fund with respect to the Litigation or otherwise pertaining to any and all matters related hereto. The Fund understands and acknowledges that the Settlement Shares. as converted by the Fund pursuant to this Agreement, the Purchase Agreement and the Note are hereby deemed to include, but not be limited to, the attorneys' fees and costs of the Fund with respect to the Litigation and any and all matters related thereto.