(g) The Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering of the Securities through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet (including, without limitation, internet blogs, bulletin boards, discussion groups and social networking sites) in connection with the Offering and sale of the Securities and is not subscribing for the Securities and did not become aware of the Offering of the Securities through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser in connection with investments in securities generally.
(h) The Purchaser, together with the Purchasers Advisers, if any, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the information made available to it in connection with the Offering to evaluate the merits and risks of an investment in the Securities and the Company and to make an informed investment decision with respect thereto.
(i) The Purchaser is aware that Paulson Investment Company, LLC (the Placement Agent), for the services it is providing in this Offering will receive, with respect to subscriptions made in this Offering through the Placement Agent, (1) a cash compensation equal to 12% of the gross proceeds received by the Company from such subscribers; (2) a warrant to purchase a number of shares equal to 12% of the aggregate number of Subscribed Shares issued to such subscribers, which is exercisable for a period of ten (10) years from the date of issuance at an exercise price equal to 100% of the purchase price for such Subscribed Shares and related Warrants and (3) a non-accountable expense fee of $50,000 to be paid upon the first closing of the Offering.
(j) The Purchaser is aware that the Placement Agent has acted as a placement agent and for the Company in numerous prior offerings of the Companys debt and equity securities and as an advisor in relation to an acquisition, and has received equity compensation for its services. As of October 18, 2021, the Placement Agent and its principals own an aggregate of 3,278,475 shares of the Companys Common Stock, and 1,882,627 warrants to purchase shares of the Companys Common Stock. Additionally, many of the Placement Agents registered representatives own shares of the Companys Common Stock and warrants to purchase the Companys Common Stock. The Purchaser further acknowledges that because of the ownership set forth herein Placement Agent and its officers and employees may have an incentive to sell the Securities to Purchaser beyond the fees for this Offering.
(k) Other than the commission payable to the Placement Agent as described herein, the Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders fees or the like relating to this Subscription Agreement or the transactions contemplated hereby.
(l) The Purchaser is not relying on the Placement Agent, the Company or either of their respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Securities, and the Purchaser has relied on the advice of, or has consulted with, only its own Advisers.