Neither the Company nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Common Shares. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by or providing services to the Buyer or its Affiliates (a “ Buyer Provider ”)) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Buyer harmless against, any liability, loss or expense (including, without limitation, attorneys’ fees and out-of-pocket expenses) in connection with any claim relating to any such payment to a Person that is not a Buyer Provider. The Company represents that neither it nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the sale of the Common Shares or the making of the Loan.