The Company acknowledges that certain of Buyers who are purchasing Notes hereunder may be deemed affiliates of and/or otherwise associated with the Placement Agent (the “ Placement Agent Buyers ”).  The Company represents and warrants that neither the Placement Agent nor such Placement Agent Buyers are affiliates of, control persons of, controlled by, or under common control with, the Company. The Company further acknowledges and agrees that the execution of the Engagement Letter and the performance by Placement Agent of all actions contemplated in the Engagement Letter does not directly and/or indirectly affect the rights or remedies of any of the Placement Agent Buyers or the obligations of the Company under any Transaction Document, including the Company’s obligations under the Notes and such Placement Agent Buyer’s rights to transfer any of the Securities. The Company is aware that there may be deemed a conflict of interest of the Placement Agent resulting from the engagement contemplated by the Engagement Letter and the Transaction Documents and the Company hereby knowingly and expressly waives any such conflict and/or claim with respect to any such conflict which may exist after consultation with its independent legal counsel.