Common use of Independent Nature of Holders’ Obligations and Rights Clause in Contracts

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any obligations of the Holder under this Amendment Agreement are several and not joint with the obligations of any Other Holder, and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder under any Other Amendment Agreement. Nothing contained herein or in any Other Amendment Agreement, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement and the Company acknowledges that, to the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment Agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the Holder under this Amendment Agreement and the Transaction Documents are several and not joint with the obligations of any Other Holderother holder of the Convertible Notes (collectively, the “Holders”), and the Holder no holder shall not be responsible in any way for the performance of the obligations of any Other Holder other holder under this Agreement or any Other Amendment AgreementTransaction Document. Nothing contained herein or in any Other Amendment AgreementTransaction Document, and no action taken by the Holder any holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder Holders as, and Other the Company acknowledges that the Holders as do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by this Amendment Agreement or the Transaction Documents or any Other Amendment Agreement matters, and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement or the Transaction Documents. The decision of the Holder to exchange its Exchange Notes for Exchange Shares pursuant to this Agreement has been made by the Holder independently of any Other Amendment Agreementother holder. The Holder acknowledges that no other holder has acted as agent for the Holder in connection with the holder making its investment hereunder and that no other holder will be acting as agent of the Holder in connection with monitoring the Holder's investment in the Convertible Notes or Exchange Shares or enforcing its rights hereunder or under the Transaction Documents. The Company and the Holder confirm that the Holder has independently participated with the Company and its Subsidiaries in the negotiation of the transactions contemplated hereby Transaction with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment AgreementAgreement or out of any Transaction Documents, and it shall not be necessary for any Other Holder other holder to be joined as an additional party in any proceeding for such purpose. It is expressly understood and agreed that each provision contained in this Agreement and in each Transaction Document is between the Company, each Subsidiary and the Holder, solely, and not between the Company, its Subsidiaries and the Holders collectively and not between and among the Holder and any other holders.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement hereunder are several and not joint with the obligations of any Other Holderother Holder hereunder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Other Amendment Agreementhereunder. Nothing contained herein or in any Other Amendment Agreementother agreement or document delivered at any closing, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement other matters and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreementtransactions. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Except as expressly provided herein, each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Amendment Agreement, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose.. The use of a single agreement with respect to the obligations of the Company contained herein was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. Except as expressly provided herein, it is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. This Registration Rights Agreement is hereby executed as of the date first above written. MEDAVAIL HOLDINGS, INC. By: Name: Xxxxxx Xxxxxxxx Title: Chief Financial Officer This Registration Rights Agreement is hereby executed as of the date first written above. REDMILE CAPITAL FUND, LP By: Redmile Group, LLC, its investment manager By: Name: Xxxxxx Xxxxxx Title: Authorized Signatory Address of Executive Offices: IRS Tax Identification Number: Telephone Number: Facsimile Number: E-mail Address: Additional copies of notices pursuant to the Agreement shall be delivered but not constitute notice, to: This Registration Rights Agreement is hereby executed as of the date first written above. REDMILE CAPITAL OFFSHORE MASTER FUND, LTD. By: Redmile Group, LLC, its investment manager By: Name: Xxxxxx Xxxxxx Title: Authorized Signatory Address of Executive Offices: IRS Tax Identification Number: Telephone Number: Facsimile Number: E-mail Address: Additional copies of notices pursuant to the Agreement shall be delivered but not constitute notice, to: This Registration Rights Agreement is hereby executed as of the date first written above. REDMILE STRATEGIC MASTER FUND, LP – CLASS C By: Redmile Group, LLC, its investment manager By: Name: Xxxxxx Xxxxxx Title: Authorized Signatory Address of Executive Offices: IRS Tax Identification Number: Telephone Number: Facsimile Number: E-mail Address: Additional copies of notices pursuant to the Agreement shall be delivered but not constitute notice, to: This Registration Rights Agreement is hereby executed as of the date first written above. REDMILE STRATEGIC MASTER FUND, LP – CLASS D By: Redmile Group, LLC, its investment manager By: Name: Xxxxxx Xxxxxx Title: Authorized Signatory Address of Executive Offices: IRS Tax Identification Number: Telephone Number: Facsimile Number: E-mail Address: Additional copies of notices pursuant to the Agreement shall be delivered but not constitute notice, to: This Registration Rights Agreement is hereby executed as of the date first written above. REDCO II MASTER FUND, L.P. By: RedCo II (GP), LLC, its general partner By: Name: Xxxxxx Xxxxxx Title: Authorized Signatory Address of Executive Offices: IRS Tax Identification Number: Telephone Number: Facsimile Number: E-mail Address: Additional copies of notices pursuant to the Agreement shall be delivered but not constitute notice, to: This Registration Rights Agreement is hereby executed as of the date first above written. By: Ally Bridge Group (NY) LLC, its manager By: Name: Xxxx Xxxxxx Title: President and Portfolio Manager Address of Executive Offices: 000 Xxxx Xxxxxx, 00xx Xxxxx IRS Tax Identification Number: Telephone Number: Facsimile Number: E-mail Address: This Registration Rights Agreement is hereby executed as of the date first above written. By: Name: Xxxx Xxxxxxx Chungsik, its Director Address:

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the Holder under this Amendment Agreement or any other Transaction Document, as amended by this Agreement and the Other Agreements are several and not joint with the obligations of any Other other Holder, and the Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Transaction Document, as amended by this Agreement and the Other Amendment AgreementAgreements. Nothing contained herein or in this Agreement or any other Transaction Document, as amended by this Agreement and the Other Amendment AgreementAgreements, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the such Holder and Other other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the such Holder and Other the other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment Agreement or any other Transaction Document, as amended by this Agreement and the Other Amendment Agreement Agreements and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by Agreement and any other Transaction Document, as amended by this Amendment Agreement or any and the Other Amendment AgreementAgreements. The Company and the Holder confirm confirms that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment AgreementAgreement or out of any other Transaction Document, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement are several and not joint with the obligations of any Other other Holder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Other Amendment this Agreement. Nothing contained herein or in the May 2013 SPA, the October 2013 SPA or in any Other Amendment Agreementother Transaction Document, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder Holders as, and Other the Company acknowledges that the Holders as do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Amendment Agreement the May 2013 SPA, the October 2013 SPA or any Other Amendment Agreement the Transaction Documents, and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the May 2013 SPA, the October 2013 SPA or the Transaction Documents. The decision of each Holder to enter into this Amendment Agreement and to effectuate the transactions contemplated by this Agreement has been made by such Holder independently of any other Holder. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its decision to enter into this Agreement or any Other Amendment Agreementeffectuating the transactions contemplated hereby and hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in the Exchange Warrants or enforcing its rights under the May 2013 SPA, the October 2013 SPA or the Transaction Documents. The Company and the each Holder confirm confirms that the each Holder has independently participated with the Company in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment AgreementAgreement or out of any other Transaction Document, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the transactions contemplated herein and hereby was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each of the May 2013 SPA, the October 2013 SPA and the Transaction Documents is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding The obligations of Holder and each of the fact that, upon the execution of Amendment Agreements by the HoldersOther Holders under this Agreement, the amendments set forth in Section 1 hereof shall be applicable Other Agreements and any other documents relating to all Registered Warrants the transactions contemplated by this Agreement and the Other Warrants, any obligations of the Holder under this Amendment Agreement Agreements are several and not joint with the obligations of the Holder and any of the Other HolderHolders, and the Holder shall not be responsible in any way for the performance of the obligations of the Other Holders under the Other Agreements or any documents relating to the transactions contemplated by the Other Holder under any Other Amendment AgreementAgreements. Nothing contained herein herein, the Other Agreements or in any other documents relating to this Agreement or the Other Amendment AgreementAgreements, and no action taken by any of the Holder Holders pursuant heretohereto or thereto, shall be deemed to constitute the Holder Holders as, and Other the Company acknowledges that the Holders as do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group with respect to group, and the Company will not assert any such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement claim and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment Agreement, the Other Agreements and the documents relating to the transactions contemplated by this Agreement or any and the Other Amendment AgreementAgreements. The Company acknowledges and the Holder confirm confirms that the Holder it has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment Agreement or out of any other documents relating to the transactions contemplated by this Agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the Holder under this Amendment Agreement are several and not joint with the obligations of any Other Holder, and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holder under any Other Amendment Agreement. Nothing contained herein or in any Other Amendment Agreement, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement and the Company acknowledges that, to the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement. The decision of the Holder and each Other Holder to purchase New Securities pursuant to the Transaction Documents has been made by the Holder and such Other Holders independently of any other Holder. The Holder acknowledges that no Other Holder has acted as agent for the Holder in connection with the Holder making its investment hereunder and that no Other Holder will be acting as agent of the Holder in connection with monitoring the Holder’s investment in the New Securities or enforcing its rights under the Exchange Documents. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment Agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement the Transaction Documents are several and not joint with the obligations of any Other other Holder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Other Amendment AgreementTransaction Document. Nothing contained herein or in any Other Amendment Agreementother Transaction Document, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder Holders as, and Other the Company acknowledges that the Holders as do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by this Amendment Agreement the Transaction Documents or any Other Amendment Agreement matters, and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement the Transaction Documents. The decision of each Holder to exchange the Prior Securities for the Exchange Securities pursuant to the Transaction Documents has been made by such Holder independently of any other Holder. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in the Securities or any Other Amendment Agreementenforcing its rights under the Transaction Documents. The Company and the each Holder confirm confirms that the each Holder has independently participated with the Company and its Subsidiaries in the negotiation of the transactions transaction contemplated hereby with the advice of its own counsel and advisors. The Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment AgreementAgreement or out of any other Transaction Documents, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the exchange of the Prior Securities for the Exchange Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Holder, solely, and not between the Company, its Subsidiaries and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement hereunder are several and not joint with the obligations of any Other Holderother Holder hereunder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Other Amendment Agreementhereunder. Nothing contained herein or in any Other Amendment Agreementother agreement or document delivered at any closing, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement other matters, and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreementtransactions. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Amendment Agreement, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose.. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. SIGNATURE PAGE OF HOLDERS TO REGISTRATION RIGHTS AGREEMENT OF DUOS TECHNOLOGIES GROUP INC. Name of Holder:__________________ Signature of Authorized Signatory of Holder: __________________ Name of Authorized Signatory: __________________ Title of Authorized Signatory: __________________

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement the Transaction Documents are several and not joint with the obligations of any Other other Holder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Other Amendment AgreementTransaction Document. Nothing contained herein or in any Other Amendment Agreementother Transaction Document, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder Holders as, and Other the Company acknowledges that the Holders as do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by this Amendment Agreement the Transaction Documents or any Other Amendment Agreement matters, and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement the Transaction Documents. The decision of each Holder to purchase Securities pursuant to the Transaction Documents has been made by such Holder independently of any other Holder. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Xxxxxx’s investment in the Securities or any Other Amendment Agreementenforcing its rights under the Transaction Documents. The Company and the each Holder confirm confirms that the each Holder has independently participated with the Company and its Subsidiaries in the negotiation of the transactions transaction contemplated hereby with the advice of its own counsel and advisors. The Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment AgreementAgreement or out of any other Transaction Documents, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Holder, solely, and not between the Company, its Subsidiaries and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the Holder under this Amendment Agreement each holder of Registrable Securities hereunder are several and not joint with the obligations of any Other Holderother holder of Registrable Securities hereunder, and the Holder no holder of Registrable Securities shall not be responsible in any way for the performance of the obligations of any Other Holder under any Other Amendment Agreementother holder of Registrable Securities hereunder. Nothing contained herein or in any Other Amendment Agreementother agreement or document delivered in connection with the Subscription Agreements, and no action taken by the Holder any holder of Registrable Securities pursuant heretohereto or thereto, shall be deemed to constitute the Holder and Other Holders holders of Registrable Securities as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders holders of Registrable Securities are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement other matters, and the Company acknowledges that, to that the best holders of its knowledge, the Holder and the Other Holders Registrable Securities are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreementtransactions. The Company and the Holder confirm that the Holder has independently participated in the negotiation Each holder of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder Registrable Securities shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Amendment Agreement, and it shall not be necessary for any Other Holder other holder of Registrable Securities to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any holder of Registrable Securities, and was done solely for the convenience of the Company and not because it was required or requested to do so by any holder of Registrable Securities. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a holder of Registrable Securities, solely, and not between the Company and the holders of Registrable Securities collectively and not between and among holders of Registrable Securities.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement are several and not joint with the obligations of any Other Holder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other Holder under any Other Amendment this Agreement. Nothing contained herein or in the Securities Purchase Agreement or in any Other Amendment Agreementother transaction documents relating hereto and thereto, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder Holders as, and Other the Company acknowledges that the Holders as do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Securities Purchase Agreement or the transaction documents relating thereto, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement, the Securities Purchase Agreement or any Other Amendment the transaction documents relating hereto or thereto. The decision of each Holder to enter into this Agreement and the Company acknowledges that, to the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or effectuate the transactions contemplated by this Amendment Agreement has been made by such Holder independently of any Other Holder. Each Holder acknowledges that no Other Holder has acted as agent for such Holder in connection with such Holder making its decision to enter into this Agreement or any effectuating the transactions contemplated hereby and hereunder and that no Other Amendment Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in the Securities or enforcing its rights under this Agreement, the Securities Purchase Agreement or the transaction documents relating thereto. The Company and the each Holder confirm confirms that the each Holder has independently participated with the Company in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment AgreementAgreement or out of any other transaction document, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the transactions contemplated herein and hereby was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and the transaction documents relating thereto is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement are several and not joint with the obligations of any Other other Holder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under this Agreement. The decision of each Holder pursuant to this Agreement has been made by such Holder independently of any Other Amendment Agreementother Holder and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Holder or by any agent or employee of any other Holder, and no Holder or any of its agents or employees shall have any liability to any other Holder (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Amendment AgreementTransaction Document, and no action taken by the any Holder pursuant heretothereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement Agreement. The Company hereby confirms that it understands and agrees that the Company acknowledges that, to the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or "group" as that term is used in Section 13(d) of the transactions contemplated by this Amendment Agreement or any Other Amendment AgreementSecurities Exchange Act of 1934. The Company and the Each Holder confirm acknowledges that the no other Holder has independently participated acted as agent for such Holder in the negotiation connection with making its investment hereunder and that no other Holder will be acting as agent of the transactions contemplated hereby such Holder in connection with the advice of monitoring its own counsel and advisorsinvestment hereunder. The Each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Amendment Agreement, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose. Each Holder represents that it has been represented by its own separate legal counsel in its review and negotiations of this Agreement and that Proskauer Rose LLP represents only Vertical Ventures, LLC in connection with this Agreement.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement hereunder are several and not joint with the obligations of any Other Holderother Holder hereunder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Other Amendment Agreementhereunder. Nothing contained herein or in any Other Amendment Agreementother agreement or document delivered at any closing, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement other matters and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreementtransactions. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Except as expressly provided herein, each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Amendment Agreement, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained herein was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. Except as expressly provided herein, it is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. This Registration Rights Agreement is hereby executed as of the date first above written. MEDAVAIL HOLDINGS, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Executive Officer This Registration Rights Agreement is hereby executed as of the date first written above. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory This Registration Rights Agreement is hereby executed as of the date first written above.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement are several and not joint with the obligations of any Other other Holder, and the no Holder shall not be responsible in any way for the performance or non-performance of the obligations of any Other other Holder under any Other Amendment this Agreement. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with making its investment hereunder and that no Holder will be acting as agent of such Holder in connection with monitoring its investment in the Purchased Shares or enforcing its rights under this Agreement. Nothing contained herein or in any Other Amendment Agreementherein, and no action taken by the any Holder pursuant hereto, shall be deemed to constitute the Holder Holders as, and Other the Company acknowledges that the Holders as do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group (including a “group” within the meaning of Section 13(d)(3) of the 1934 Act), and the Company will not assert any such claim with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement Agreement, and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement. The Company acknowledges and the each Holder confirm confirms that the Holder it has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, including the rights arising out of this Amendment Agreement, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose.. Each Holder has been represented by its own separate legal counsel in its review and negotiation of this Agreement. The Company has elected to provide all Holders with the same terms for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among the Holders. (Signature Pages Follow)

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement the Transaction Documents are several and not joint with the obligations of any Other other Holder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Other Amendment AgreementTransaction Document. Nothing contained herein or in any Other Amendment Agreementother Transaction Document, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder Holders as, and Other the Company acknowledges that the Holders as do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by this Amendment Agreement the Transaction Documents or any Other Amendment Agreement matters, and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement the Transaction Documents. The decision of each Holder to exchange the Prior Notes for the Exchange Notes pursuant to the Transaction Documents has been made by such Holder independently of any other Holder. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Xxxxxx’s investment in the Securities or any Other Amendment Agreementenforcing its rights under the Transaction Documents. The Company and the each Holder confirm confirms that the each Holder has independently participated with the Company and its Subsidiaries in the negotiation of the transactions transaction contemplated hereby with the advice of its own counsel and advisors. The Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment AgreementAgreement or out of any other Transaction Documents, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the Exchange contemplated hereby was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Holder, solely, and not between the Company, its Subsidiaries and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement are several and not joint with the obligations of any Other other Holder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Other Amendment this Agreement. Nothing contained herein or in the May 2013 SPA, the October 2013 SPA or in any Other Amendment Agreementother Transaction Document, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder Holders as, and Other the Company acknowledges that the Holders as do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Amendment the Subscription Agreement, the Placement Agreement or any Other Amendment Agreement the Transaction Documents, and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment the Subscription Agreement, the Placement Agreement or the Transaction Documents. The decision of each Holder to enter into this Agreement and to effectuate the transactions contemplated by this Agreement has been made by such Holder independently of any Other Amendment other Holder. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its decision to enter into this Agreement or effectuating the transactions contemplated hereby and hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in the Securities or enforcing its rights under the Subscription Agreement, the Placement Agreement or the Transaction Documents. The Company and the each Holder confirm confirms that the each Holder has independently participated with the Company in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment AgreementAgreement or out of any other Transaction Document, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the transactions contemplated herein and hereby was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each of the Subscription Agreement, the Placement Agreement and the Transaction Documents is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement the Transaction Documents are several and not joint with the obligations of any Other other Holder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Other Amendment AgreementTransaction Document. Nothing contained herein or in any Other Amendment Agreementother Transaction Document, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder Holders as, and Other the Company acknowledges that the Holders as do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by this Amendment Agreement the Transaction Documents or any Other Amendment Agreement matters, and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement the Transaction Documents. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in the Securities or any Other Amendment Agreementenforcing its rights under the Transaction Documents. The Company and the each Holder confirm confirms that the each Holder has independently participated with the Company and its Subsidiaries in the negotiation of the transactions transaction contemplated hereby with the advice of its own counsel and advisors. The Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment AgreementAgreement or out of any other Transaction Documents, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Holder, solely, and not between the Company, its Subsidiaries and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement the Transaction Documents are several and not joint with the obligations of any Other other Holder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Other Amendment AgreementTransaction Document. Nothing contained herein or in any Other Amendment Agreementother Transaction Document, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder Holders as, and Other the Company acknowledges that the Holders as do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by this Amendment Agreement the Transaction Documents or any Other Amendment Agreement matters, and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement the Transaction Documents. The decision of each Holder to exchange the Prior Notes for the Exchange Notes pursuant to the Transaction Documents has been made by such Holder independently of any other Holder. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Xxxxxx’s investment in the Securities or any Other Amendment Agreementenforcing its rights under the Transaction Documents. The Company and the each Holder confirm confirms that the each Holder has independently participated with the Company and its Subsidiaries in the negotiation of the transactions transaction contemplated hereby with the advice of its own counsel and advisors. The Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Amendment AgreementAgreement or out of any other Transaction Documents, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the exchange of a portion of the aggregate principal of the Prior Notes for the Exchange Notes contemplated hereby was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Holder, solely, and not between the Company, its Subsidiaries and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement any Transaction Document are several and not joint with the obligations of any Other other Holder, and the no Holder shall not be responsible in any way for the performance or non-performance of the obligations of any Other other Holder under any Other Amendment AgreementTransaction Document. Nothing contained herein or in any Other Amendment Agreementother Transaction Document, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement and the Company acknowledges that, to the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment AgreementTransaction Documents. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Each Holder shall be entitled to independently protect and enforce its rights, rights including, without limitation, the rights arising out of this Amendment AgreementAgreement or out of the other Transaction Documents, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose. Each Holder has been represented by its own separate legal counsel in its review and negotiation of the applicable Transaction Documents. For reasons of administrative convenience only, each Holder and its respective counsel have chosen to communicate with the Company through Xxxxx Xxxxxxx LLP. Xxxxx Xxxxxxx LLP does not represent any of the Holders and only represents Xxxx. The Company has elected to provide all Holders with the same terms and applicable Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Holders. It is expressly understood and agreed that each provision contained in this Agreement and in each other applicable Transaction Document is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among the Holders. Notwithstanding anything to the contrary in the foregoing, each of the Holders has been advised, and is being advised by this Agreement, to consult with an attorney before executing this Agreement, and each Holder has consulted (or had an opportunity to consult) with counsel of such Xxxxxx’s choice concerning the terms and conditions of this Agreement and the other applicable Transaction Documents for a reasonable period of time prior to the execution hereof and thereof.

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement hereunder are several and not joint with the obligations of any Other Holderother Holder hereunder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under any Other Amendment Agreementhereunder. Nothing contained herein or in any Other Amendment Agreementother agreement or document delivered at any closing, and no action taken by the any Holder pursuant heretohereto or thereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement other matters and the Company acknowledges that, to that the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreementtransactions. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Except as expressly provided herein, each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Amendment Agreement, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose.. The use of a single agreement with respect to the obligations of the Company contained herein was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. Except as expressly provided herein, it is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. This Registration Rights Agreement is hereby executed as of the date first above written. TRANSPHORM, INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer This Registration Rights Agreement is hereby executed as of the date first above written. KKR PHORM INVESTORS L.P. By: its General Partner, KKR Phorm Investors GP LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President Address of Executive Offices: x/x Xxxxxxxx Xxxxxx Xxxxxxx & Co. L.P. 00 Xxxxxx Xxxxx, Suite 7500 New York, New York 10001 Attn: General Counsel Telephone Number: Facsimile Number: (000) 000-0000 E-mail Address:

Independent Nature of Holders’ Obligations and Rights. Notwithstanding the fact that, upon the execution of Amendment Agreements by the Holders, the amendments set forth in Section 1 hereof shall be applicable to all Registered Warrants and Other Warrants, any The obligations of the each Holder under this Amendment Agreement are several and not joint with the obligations of any Other other Holder, and the no Holder shall not be responsible in any way for the performance of the obligations of any Other other Holder under this Agreement. The decision of each Holder pursuant to this Agreement has been made by such Holder independently of any Other Amendment Agreementother Holder and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Holder or by any agent or employee of any other Holder, and no Holder or any of its agents or employees shall have any liability to any other Holder (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Amendment AgreementTransaction Document, and no action taken by the any Holder pursuant heretothereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment Agreement or any Other Amendment Agreement Agreement. The Company hereby confirms that it understands and agrees that the Company acknowledges that, to the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or "group" as that term is used in Section 13(d) of the transactions contemplated by this Amendment Agreement or any Other Amendment AgreementSecurities Exchange Act of 1934. The Company and the Each Holder confirm acknowledges that the no other Holder has independently participated acted as agent for such Holder in the negotiation connection with making its investment hereunder and that no other Holder will be acting as agent of the transactions contemplated hereby such Holder in connection with the advice of monitoring its own counsel and advisorsinvestment hereunder. The Each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Amendment Agreement, and it shall not be necessary for any Other other Holder to be joined as an additional party in any proceeding for such purpose.such