Conflicts of Interest

Capital Markets Support Agreement

Noble Capital Markets, Inc. receives compensation, through contractual arrangements (“Support Agreement” or “Support Agreements”), from companies listed on Channelchek. Although the level of compensation varies from company to company based upon the services Noble Capital Markets, Inc. provides, generally the highest level of compensation comes from companies coded as “Discover,” (“Discover Company” or Discover Companies”), a lesser amount from companies coded as “Probe” with the lowest compensation (if any) from companies coded as Explore.” In most cases, Noble Capital Markets, Inc. publishes research on Discover Companies, with such research produced by analysts employed by Noble Capital Markets, Inc. Each research report published includes, in the opinion of the publishing analyst, an assessment of the fundamentals of the Discover Company and, again in the opinion of the publishing analyst, an analysis of a Discover Company stock price. No other level of participation on Channelchek (Explore or Probe level) involves the opinion of a Noble Capital Markets, Inc. analyst. Each Discover Company, through the signing of a Support Agreement, understands and agrees that no part of compensation paid to and received by Noble Capital Markets, Inc. shall be considered as payment for the opinion(s) rendered by the Noble Capital Markets, Inc. analyst(s); compensation only relates to the costs associated with rendering such opinion(s) and for providing the level of services to the company as detailed in the Support Agreement. As such, each Discover Company understands and agrees that the opinion(s) of the Noble Capital Markets, Inc. analyst(s) may be contrary to the Discover Company wishes, opinions, and recommendations or otherwise. The opinion(s) published by the Noble Capital Markets, Inc. analyst(s) are independent and expressed exclusively by the analyst(s) without bias, coercion, manipulation, or influence by any other Noble Group department or Noble Group individual including those who are executives, in the trading department, investment and merchant banking departments, or any other person employed by Noble Group. If a Discover Company is dissatisfied with the opinion(s) of the Noble Capital Markets, Inc. analyst(s), the Discover Company’s sole remedy shall be to terminate the Support Agreement.

Investment Banking

Noble Capital Markets, Inc. provides various finance-related and other services to individuals, corporations, and governments such as raising financial capital by underwriting or acting as the client’s agent in the issuance of securities. Noble Capital Markets, Inc. may also assist companies involved in mergers and acquisitions (M&A) and provide ancillary services such as market making, trading of derivatives and equity securities, and FICC services (fixed income instruments, currencies, and commodities).

Unlike commercial banks and retail banks, Noble Capital Markets, Inc. does not take deposits.

Noble Capital Markets, Inc. is classed as either “sell side”. The “sell side” involves trading securities for cash or for other securities (e.g. facilitating transactions, market-making), or the promotion of securities (e.g. underwriting, research, etc.). The “buy side” involves the provision of advice to institutions that buy investment services. Private equity funds, mutual funds, life insurance companies, unit trusts, and hedge funds are the most common types of buy-side entities.

Noble Capital Markets, Inc. is split into private and public functions with a Chinese wall separating the two to prevent information from crossing. The private areas of Noble Capital Markets, Inc. deal with private insider information that may not be publicly disclosed, while the public areas, such as stock analysis, deal with public information.

The “OFFERINGS” on Channelchek refer to investment banking transactions that Noble Capital Markets, Inc. is involved in, with no detail of such transactions provided on Channelchek at any time. Offerings are only available to institutional and accredited investors, with such accreditation confirmed through a verification process. All communications, transactional details, negotiations, and all other aspects of investing in offerings is exclusively between Noble Capital Markets, Inc. and institutional / accredited investors interested in the offering, and without involvement of Channelchek.

Noble Capital Markets, Inc. may have or seek an investment banking relationship with any company listed on Channelchek. If a listed company, and a Discover Company plans to engage in an investment banking transaction (“Transaction”), Noble Capital Markets, Inc. will in many and most cases pursue a formal engagement to act as manager or participate at some level in the Transaction. As part of a Support Agreement between a listed company and Noble Capital Markets, Inc., some companies, particularly Discover Companies, may commit to good faith negotiating with Noble Capital Markets, Inc. with respect to its role in a future Transaction, or may contractually commit to Noble Capital Markets, Inc. participation in a future Transaction.