Common use of Exculpation Among Investors Clause in Contracts

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no neither the Lead Investor, any Investor nor the respective controlling personsPersons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesNotes.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesNotes.

Exculpation Among Investors. Each The Investor acknowledges that it in making the decision to invest in the Company, the Investor is not relying on any other Investor or upon any person, firm or corporationcompany, other than the Company and its officers and officers, employees and/or directors, in making its investment or decision to invest in the Company. Each The Investor agrees that no Investor none of any of the other Investor, nor the respective their partners, employees, officers or controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter actions taken by the Investor, or omitted to be taken by any of them the Investor, in connection with the purchase of the Securitiessuch investment.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon on any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor and the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor such Investor, shall not be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each The Investor agrees that no neither any Investor nor the respective controlling personsPersons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling personsperson, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares, the Warrants or the execution of or performance under this Agreement.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.. [Signature Pages to Follow]

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, Person in making its investment or decision to invest in the Company. Each The Investor agrees that no neither any Investor nor the respective controlling personsPersons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesSubscribed Shares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any personindividual, firm corporation, partnership, association, trust, any unincorporated organization or corporationany other entity, other than the Company and its officers and directors, in making its investment or decision to invest in the CompanyCompany and to execute this Agreement and the other Agreements. Each Investor agrees that no Investor nor the respective controlling persons, officers, managers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with this Agreement and the purchase of the Securitiesother Agreements.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any personPerson, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling personsPersons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Such Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company Warrantors and its their respective officers and directors, in making its investment or decision to invest in the Company. Each Such Investor agrees that no neither any Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor Investors for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesSale Shares or Warrant Shares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company Group Companies and its their officers and directorsdirectors and the other Warrantors (as defined in the Subscription Agreement), in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm firm, corporation or corporationstockholder, other than the Company and its officers and directorsdirectors in their capacities as such, in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, stockholders or employees of any other Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase and sale of the SecuritiesNotes.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase acquisition of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm association or corporationentity, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor of the Investors agrees that no other Investor nor or the respective controlling persons, officers, directors, partners, agents, or employees persons of any other Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securitiestransactions contemplated by this Agreement.

Exculpation Among Investors. Each Investor acknowledges that it such Investor is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor other Investor, nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any other Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase sale, issuance and enforcement of the SecuritiesNotes.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporationcorporation (including without limitation any other Investor), other than the Company and its officers and directorsdirectors (acting in their capacity as representatives of the Company), in deciding to invest and in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any other Investor shall be liable to any other such Investor for any action heretofore or hereafter taken or omitted to be taken losses incurred by any of them such Investor in connection with its investment in the purchase of the SecuritiesCompany.

Exculpation Among Investors. Each Investor acknowledges that it --------------------------- is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase Shares. (Remainder of the Securities.page left intentionally blank)

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling personsaffiliates, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with this Agreement and the purchase of the Securitiestransaction contemplated herein.

Exculpation Among Investors. Each Investor acknowledges that it --------------------------- is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no neither the Lead Investor, any Investor nor the respective controlling personsPersons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesNotes and the Warrants.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm association or corporationentity, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, or employees persons of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.transactions contemplated by this Agreement

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, Investor in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any other Investor shall be liable to any other such Investor for any action heretofore or hereafter taken or omitted to be taken losses incurred by any of them such Investor in connection with its investment in the purchase of the SecuritiesCompany.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company Group Companies and its their officers and directorsdirectors and the other Warrantors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges to the other Investors that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor other Investor, nor any of the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor other Investor, shall be liable to any other such Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesNotes.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, corporation in making its investment or decision to invest in the Company. Each Investor agrees that no Neither the Investor nor the respective any of its controlling persons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor equity holder in the Company for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each The Investor agrees that no neither any Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each The Investor agrees that no neither any Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each The Investor acknowledges that it in making the decision to invest in the Company, the Investor is not relying on any other Investor or upon any person, firm or corporationcompany, other than the Company and its officers and officers, employees and/or directors, in making its investment or decision to invest in the Company. Each The Investor agrees that no Investor none of any of the other Investors, nor the respective their partners, employees, officers or controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter actions taken by the Investor, or omitted to be taken by any of them the Investor, in connection with the purchase of the Securitiessuch investment.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any personother Investor, firm or corporationany officer, director, employee, member, agent, partner or affiliate of any such other than the Company and its officers and directorsInvestor, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, Company or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securitiesmonitoring such investment.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesSeries B Preferred Stock (and Common Stock issued upon conversion thereof).

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any such other Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the each Investor’s purchase of the SecuritiesShares, Conversion Shares and Warrant Shares.

Exculpation Among Investors. Each Investor acknowledges that it he is not relying upon any person, firm firm, or corporation, other than the Company and its current officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, or employees agents of any other Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesCommon Stock.

Exculpation Among Investors. Each Investor acknowledges that it such Investor is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, employees or employees representatives of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of Convertible Promissory Notes and the SecuritiesUnderlying Stock.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the public information filed by the Company and with the SEC relating to its officers and directorsShares, in making its investment or decision to sell, retain its investment or further invest in the Company. Each Investor agrees that no neither such Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any such Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporationcorporation (including without limitation any other Investor), other than the Company representations as set forth in this Agreement in deciding to invest and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor other Investor, nor the respective controlling persons, officers, directors, partners, agents, partners or employees of any other Investor shall be liable to any other such Investor for any action heretofore or hereafter taken or omitted to be taken losses incurred by any of them such Investor in connection with its investment in the purchase of the SecuritiesCompany.

Exculpation Among Investors. Each Investor acknowledges that --------------------------- it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor Investor, nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor Investor, shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling personsPersons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securitiestransactions contemplated herein.

Exculpation Among Investors. Each Investor acknowledges to the other Investors that it such Investor is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor other Investor, nor any of the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor other Investor, shall be liable to any other such Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesNotes.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securitiestransactions contemplated herein.

Exculpation Among Investors. Each Investor acknowledges that it in making the decision to invest in the Company, such Investor is not relying on any other Investor or upon any person, firm or corporationcompany, other than the Company and its officers and officers, employees and/or directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor other Investor, nor the respective controlling persons, officers, directors, partners, agentsemployees, officers or employees controlling persons of any Investor other Investor, shall be liable to any other Investor for any action heretofore or hereafter actions taken by such Investor, or omitted to be taken by any of them such Investor, in connection with the purchase of the Securitiessuch investment.

Exculpation Among Investors. Each Investor acknowledges that it is not --------------------------- relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares and Warrants.

Exculpation Among Investors. Each Such Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Such Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the issuance and purchase of the SecuritiesSeries E Shares.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any personindividual, firm corporation, partnership, trust, limited liability company, association or corporationother entity (each, a "Person"), other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each The Investor agrees that no neither any Investor nor the respective controlling personsPersons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesNotes and the Warrants.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm firm, or corporation, other than the Company and its executive officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, executive officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares and Conversion Shares.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, Investor in making its investment or decision to invest in the Company. Each Investor agrees that no Investor Neither of the other Investors nor the respective controlling persons, officers, directors, partners, agents, employees or employees legal or other advisors of any Investor such other Investors shall be liable to any other the Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Purchased Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees The Investors agree that no other Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no neither any Investor nor any of the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company Company, the Subsidiary and its respective officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any other person, firm or corporationcorporation (including without limitation any other Investor), other than the Company (to the extent set forth in this Agreement), in deciding to invest and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any other Investor shall be liable to any other such Investor for any action heretofore or hereafter taken or omitted to be taken losses incurred by any of them such Investor in connection with its investment in the purchase of the SecuritiesCompany.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, Investor in making its investment or decision to invest in the Company. Each Investor agrees that no Investor Neither of the other Investors nor the respective controlling persons, officers, directors, partners, agents, employees or employees legal or other advisors of any Investor such other Investors shall be liable to any other the Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesConversion Shares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, members, managers or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.. * * *

Exculpation Among Investors. Each Such Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Such Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the issuance and purchase of the SecuritiesNotes and the Warrants.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each The Investor agrees that no neither any Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm person or corporationentity, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is --------------------------- not relying upon any person, firm firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling personsperson, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges that it Investor is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor other Investor, nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any other Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase sale, issuance and enforcement of the SecuritiesSubordinated Notes.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporationcorporation (including any legal counsel or advisor representing any other Investor), other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling personsPersons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase issuance of the SecuritiesShares hereunder and shares of Common Stock issuable upon conversion of the Shares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesSeries F Preferred Stock or Common Stock issued upon conversion thereof.

Exculpation Among Investors. Each Such Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Such Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the issuance and purchase of the SecuritiesSeries D Shares and the Series D Warrants.

Exculpation Among Investors. Each Investor acknowledges that in making --------------------------- its decision to invest in the Company, it is not relying on any other Investor or upon any person, firm or corporationcompany, other than the Company and its officers and officers, employees and/or directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor other Investor, nor the respective controlling persons, officers, directors, partners, agentsemployees, officers or employees controlling persons of any other Investor shall be liable to any other Investor for any action heretofore or hereafter actions taken by such Investor, or omitted to be taken by any of them such Investor, in connection with the purchase of the Securitiessuch investment.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesSeries A Preferred Stock (and Common Stock issued upon conversion thereof).

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, corporation other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any the other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase subscription of the SecuritiesNotes or the transactions contemplated herein or in any of the other Transaction Documents.

Exculpation Among Investors. Each The Investor acknowledges that it the Investor is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directorsdirectors and the Investor's advisors, in making its investment or decision to invest in the Company. Each The Investor agrees that no neither any Investor nor the respective controlling personsPersons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Such Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company Warrantors and its their respective officers and directors, in making its investment or decision to invest in the Company. Each Such Investor agrees that no neither any Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor Investors for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesSale Shares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securitiesshares of Series F Preferred.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any statement, representation or warranty made by any person, firm or corporationexcept for statements, other than the Company representations and its officers and directorswarranties contained in this Agreement, in making its investment or decision to invest in the Company. Each The Investor agrees that no neither any Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporationcorporation (including without limitation, any other Investor), other than the Company and its officers and directorsdirectors (acting in their capacity as representatives of the Company), in making its investment or decision to invest in the Company. Each Investor agrees that no Investor neither any other Investor, nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor other Investor, shall be liable to any other such Investor for any action heretofore or hereafter taken or omitted to be taken losses incurred by any of them such Investor in connection with its investment in the purchase of the Securities.Company. [Signature Pages Follow]

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, Person other than the Company and its officers and directors, directors in making its investment or decision to invest in the Company. Each Investor agrees that no hereby waives any claim against, and covenants not to xxx, any other Investor nor or the respective controlling persons, officers, directors, members, partners, agents, agents or employees of any Investor shall be liable to any other Investor for on account of any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securitiesthis Agreement or any transaction contemplated hereby.

Exculpation Among Investors. Each Investor acknowledges to the other Investors that it such Investor is not relying upon any person, firm firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor Investor, nor the respective controlling persons, officers, directors, partners, agents, or employees Affiliates of any Investor Investor, shall be liable to any each of the other Investor Investors for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securitiestransactions described in this Agreement.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each The Investor agrees that no neither the Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any the Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling personsPersons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesNotes.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesSeries C Preferred Stock (and Common Stock issued upon conversion thereof).

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm person or corporationentity, other than the Company LLC and its officers managers and directorsofficers, in making its investment or decision to invest in the CompanyLLC. Each The Investor agrees that no neither any Investor nor the respective controlling personspersons or entities, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesPreferred Units.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm firm, corporation or corporationstockholder, other than the Company and its officers and directorsdirectors in their capacities as such, in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, stockholders or employees of any other Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase and sale of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm company or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor Investors nor the respective controlling Controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase subscription of the Equity Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesStock.

Exculpation Among Investors. Each Investor acknowledges that it he is not relying upon any person, firm firm, or corporation, other than the Company and its current officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, or employees agents of any other Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.Notes and Warrants. [COUNTERPART SIGNATURE PAGES TO FOLLOW]

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each The Investor agrees that no Investor nor the respective controlling personsaffiliates, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with this Agreement and the purchase of the Securitiestransaction contemplated herein.

Exculpation Among Investors. Each Investor acknowledges that it such Investor is not relying upon any person, firm firm, or corporation, other than the Company and its officers and directorsCompany, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporationPerson, other than the Company and its officers officers and directors, in making its investment or decision to invest in the Company. Each The Investor agrees that no neither any Investor nor the respective controlling personsPersons, officersofficers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesSeries A Preferred Shares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesSeries B Preferred Shares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directorsdirectors and the other Warrantors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor other Investors nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor such party shall be liable to any other Investor parties for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase subscription of the Securitiesapplicable Preferred Shares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesSeries A+ Preferred Shares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares.

Exculpation Among Investors. Each Investor acknowledges that it such Investor is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor other Investor, nor the respective controlling persons, officers, directors, partners, agents, agents or employees of any other Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase sale, issuance and enforcement of the SecuritiesSubordinated Notes.

Exculpation Among Investors. Each The Investor acknowledges that it is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each The Investor agrees that no neither any Investor nor the respective controlling personsPersons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any other Investor or any person, firm firm, or corporation, corporation affiliated with any other than the Company and its officers and directors, Investor in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares and Conversion Shares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any personPerson, firm firm, or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling personsPersons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesShares and Conversion Shares.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporationPerson, other than the Company and its officers and directorsCompany, in making its investment or decision to invest in the Company. Each Investor agrees that no neither the Lead Investor, any Investor nor the respective controlling personsPersons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securitiestransactions contemplated by this Agreement or any other Transaction Document.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm or corporationcorporation (including without limitation any other Investor), other than the Company and its officers and directorsdirectors (acting in their capacity as representatives of the Company), in deciding to invest and in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any other Investor shall be liable to any other such Investor for any action heretofore or hereafter taken or omitted to be taken losses incurred by any of them such Investor in connection with its investment in the purchase of the SecuritiesCompany.

Exculpation Among Investors. Each Investor acknowledges that it is not relying upon any person, firm person or corporationentity, other than the Company and its officers and directorsrepresentatives, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, members, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the SecuritiesNotes and Warrants.