Common use of Arm’s Length Negotiation Clause in Contracts

Arm’s Length Negotiation. The Company has not set the purchase price through an arms-length negotiation with Investor or Investor representative. The Company believes the price at which the Note and Warrant are being offered appropriately reflects economic realities under the Company’s current circumstances. However, there can be no assurances that the Note and Warrant are not worth substantially less than the price at which they are being sold.

Arm’s Length Negotiation. The Company has not set the purchase price of the Convertible Note or the Warrant through an arms-length negotiation with any Investor or Investor representative. The Company believes the price at which the Note Convertible Notes and Warrant Warrants are being offered appropriately reflects economic realities under the Company’s current circumstances. However, there can be no assurances that the Note and Warrant Convertible Notes or Warrants are not worth substantially less than the price at which they are being sold.