Common use of Waiver of Potential Conflicts of Interest Clause in Contracts

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that Xxxxxxxxx, Professional Corporation (“Xxxxxxxxx”), may have represented and may currently represent certain of the Investors. In the course of such representation, Xxxxxxxxx may have come into possession of confidential information relating to such Investors. Each of the Investors and the Company acknowledges that Xxxxxxxxx is representing only the Company in this transaction. Each of the Investors and the Company understands that an affiliate of Xxxxxxxxx may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of Xxxxxxxxx’x representation of such persons and entities, Xxxxxxxxx’x possession of such confidential information and the participation by Xxxxxxxxx’x affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that XxxxxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“XxxxxxxxxWSGR”), ) may have represented and may currently represent certain of the Investors. In the course of such representation, Xxxxxxxxx WSGR may have come into possession of confidential information relating to such Investors. Each of the Investors Investors, and the Company acknowledges that Xxxxxxxxx WSGR is representing only the Company in this transaction. Each of the Investors transactions contemplated hereunder and under the Company understands that an affiliate of Xxxxxxxxx may also be an Investor under this Agreementother Transaction Documents. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Note and Warrant Purchase Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of Xxxxxxxxx’x WSGR’s representation of such persons and entities, Xxxxxxxxx’x entities and WSGR’s possession of such confidential information and the participation by Xxxxxxxxx’x affiliate in the financinginformation. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.. (Signature Pages Follow)

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that XxxxxxxxxMxxxxxxxx, Professional Corporation (“XxxxxxxxxMxxxxxxxx”), may have represented and may currently represent certain of the Investors. In the course of such representation, Xxxxxxxxx Mxxxxxxxx may have come into possession of confidential information relating to such Investors. Each of the Investors and the Company acknowledges that Xxxxxxxxx Mxxxxxxxx is representing only the Company in this transaction. Each of the Investors and the Company understands that an affiliate of Xxxxxxxxx Mxxxxxxxx may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of Xxxxxxxxx’x Mxxxxxxxx’x representation of such persons and entities, Xxxxxxxxx’x Mxxxxxxxx’x possession of such confidential information and the participation by Xxxxxxxxx’x Mxxxxxxxx’x affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver.

Waiver of Potential Conflicts of Interest. Each of the Investors and the Company acknowledges that XxxxxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation (“XxxxxxxxxWSGR”), ) may have represented and may currently represent certain of the Investors. In the course of such representation, Xxxxxxxxx WSGR may have come into possession of confidential information relating to such InvestorsInvestor. Each of the Investors The Investor and the Company acknowledges acknowledge that Xxxxxxxxx WSGR is representing only the Company in this transaction. Each of the Investors The Investor and the Company understands that an affiliate of Xxxxxxxxx WSGR may also be an Investor under this Agreement. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Investors and the Company hereby waives any actual or potential conflict of interest which may arise as a result of Xxxxxxxxx’x WSGR’s representation of such persons and entities, Xxxxxxxxx’x WSGR’s possession of such confidential information and the participation by Xxxxxxxxx’x WSGR’s affiliate in the financing. Each of the Investors and the Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. (Signature Page Follows) The foregoing Note Subscription Agreement is hereby confirmed and accepted by the Company as of November 10, 2023.