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

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Document. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance or non-performance of the obligations of any other Investor under any Transaction Documentthis Agreement. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Investor pursuant theretohereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documenthereby. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their its review and negotiation of this Agreement (including the Transaction Documentsexhibits and schedules hereto). The Except as expressly contemplated by this Agreement, the Company has elected to provide all Investors with the same terms and Transaction Documents Agreement for the convenience of the Company and not because it was required or requested to do so by any of the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document this Agreement are several and not joint with the obligations of any each other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Documentthis Agreement. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the this Agreement or any other Transaction Document. Each Investor acknowledges that no other Investor will be acting as agent of such Investor in enforcing its rights under this Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding Action for such purpose. Each Investor The Company acknowledges that each of the Investors has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors provided with the same terms and Transaction Documents Registration Rights Agreement for the convenience purpose of the Company closing a transaction with multiple Investors and not because it was required or requested to do so by the Investorsany Investor.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. The decision of each Investor to purchase Shares pursuant to this Agreement has been made by such Investor independently of any Transaction Documentother Investor. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Transaction DocumentShares or enforcing its rights under this Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor The Company acknowledges that each of the Investors has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors provided with the same terms and Transaction Documents Agreement for the convenience purpose of the Company closing a transaction with multiple Investors and not because it was required or requested to do so by the Investorsany Investor.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor. The decision of each Investor under to purchase ADS has been made by such Investor independently of any Transaction Documentother Investor. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by hereby. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Shares or enforcing its rights under the Transaction DocumentDocuments. Each Investor shall be entitled to independently protect and enforce its rights, including including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Documentthis Agreement. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Investor pursuant theretohereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documentthis Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their its review and negotiation of the Transaction Documentsthis Agreement. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any of the Transaction Document Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Document. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any of the Transaction Document Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Document. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. The failure or waiver of performance under this Agreement by any Transaction DocumentInvestor does not excuse performance by any other Investor or by the Company or any Selling Stockholder with respect to the other Investors. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and the Selling Stockholders, on one hand, and an Investor, on the other hand, solely, and not between the Company and the Selling Stockholders, on one hand, and the Investors, collectively, and not between and among the Investors. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant theretohereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group for purposes of Section 13(d) of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, or otherwise with respect to such obligations or the transactions contemplated by the Transaction Documentthis Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document either its Convertible Note or this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Documenta Convertible Note or this Agreement. Nothing contained herein or in any Transaction DocumentConvertible Note or this Agreement, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documentthis Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documentstheir Convertible Note or this Agreement. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. The decision of each Investor to purchase Units pursuant to this Agreement has been made by such Investor independently of any Transaction Documentother Investor. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Investor pursuant thereto, hereto shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documentthis Agreement. Each Investor shall acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Offering Securities or enforcing its rights under this Agreement. Each Investor will be entitled to independently protect and enforce its rights, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor The Company acknowledges that each of the Investors has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors provided with the same terms and Transaction Documents Agreement for the convenience purpose of the Company closing a transaction with multiple Investors and not because it was required or requested to do so by the Investorsany Investor.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance or non-performance of the obligations of any other Investor under any Transaction Documentthis Agreement. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Investor pursuant theretohereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such 21 obligations or the transactions contemplated by the Transaction Documenthereby. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their its review and negotiation of this Agreement (including the Transaction Documentsexhibits and schedules hereto). The Except as expressly contemplated by this Agreement, the Company has elected to provide all Investors with the same terms and Transaction Documents Agreement for the convenience of the Company and not because it was required or requested to do so by any of the Investors.

Independent Nature of Investors’ Obligations and Rights. The Company has elected to provide all Investors with the same terms and letter agreement for the convenience of the Company and not because it was required or requested to do so by the Investors. The obligations of each Investor under this letter agreement, and any Transaction Document Document, are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance or non-performance of the obligations of any other Investor under this letter agreement or any Transaction Document. Nothing contained herein or in any Transaction Document, and an no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this letter agreement or the Transaction DocumentDocuments. Each Investor shall be entitled to independently protect and enforce its rights, including including, without limitation, the rights arising out of this Agreement letter agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of this letter agreement and the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Document. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any of the Transaction Document Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Document. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review The Parent and negotiation of the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Parent and the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document this Agreement are several and not joint with the obligations of any each other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Documentthis Agreement. The Company’s obligations to each Investor under this Agreement are identical to its obligations to each other Investor other than such differences resulting solely from the number of Securities purchased by each Investor. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the this Agreement or any other Transaction Document. Each Investor acknowledges that no other Investor will be acting as agent of such Investor in enforcing its rights under this Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding Proceeding for such purpose. Each Investor The Company acknowledges that each of the Investors has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors provided with the same terms and Transaction Documents Registration Rights Agreement for the convenience purpose of the Company closing a transaction with multiple Investors and not because it was required or requested to do so by the Investorsany Investor.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document this Agreement are several and not joint with the obligations of any other Investor, ; and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. The decision of each Investor to purchase Shares pursuant to this Agreement has been made by such Investor independently of any Transaction Documentother Investor. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Transaction DocumentShares or enforcing its rights under this Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor The Company acknowledges that each of the Investors has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors provided with the same terms and Transaction Documents Agreement for the convenience purpose of the Company closing a transaction with multiple Investors and not because it was required or requested to do so by the Investorsany Investor.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document this Agreement are several and not joint with the obligations of any other InvestorInvestor hereunder, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Documenthereunder. Nothing contained herein or in any Transaction Documentother agreement or document delivered at any closing, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors Investor as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are Investor is in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Transaction DocumentRegistrable Securities or enforcing its rights under the Investment Agreement and related transaction documents. Each Investor shall be entitled to independently protect and enforce its rights, including including, without limitation, the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding Proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document either its Convertible Note or this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall will be responsible in any way for the performance of the obligations of any other Investor under any Transaction Documenta Convertible Note or this Agreement. Nothing contained herein or in any Transaction DocumentConvertible Note or this Agreement, and no action taken by any Investor pursuant thereto, shall will be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documentthis Agreement. Each Investor shall will be entitled to independently protect and enforce its rights, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall will not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documentstheir Convertible Note or this Agreement. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.

Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to the Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Document. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Investors.. * * * *