Common use of Independent Nature of Investors Clause in Contracts

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction 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 the Transaction Documents. The Company acknowledges that the decision of each Investor to purchase securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing contained herein, or in any Transaction Document, and no action taken by any Investor pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documents. The Company acknowledges that 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. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have Each Investor has been prepared represented by its own separate legal counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all Investors in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyhereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities the Transaction Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have Each Investor has been prepared represented by its own separate legal counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all Investors in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyhereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the any Transaction Documents 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 the any Transaction DocumentsDocument. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or any of its subsidiaries Subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documents. The Company acknowledges that Except as otherwise provided in any 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. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities the Notes pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have Each Investor has been prepared represented by its own separate legal counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all Investors in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyhereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Notes and Warrants pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors Each Investor represents and such counsel does not represent all of the Investors. The Company acknowledges warrants that it has elected to provide all Investors been represented by its own separate legal counsel in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledges and understands that Lxxxxxx Kxxxxx, LLP has served as counsel to the Company only, and the Investors cannot rely upon Lxxxxxx Krooks, LLP in any manner with regard to their decision to participate in the transactions contemplated hereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each the Investor under the Transaction Documents are several and not joint with the obligations of any other Investor who is also purchasing Securities in the transaction (collectively, with the Investor, referred to as the "Investors"), and no Investor none of the Investors shall be responsible in any way for the performance of the obligations of any of the other Investor Investors under the Transaction Documents. The Company acknowledges that the decision of each Investor of the Investors to purchase securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) Notes and Warrants has been made by each of such Investor Investors independently of any of the other Investor Investors 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 or of its subsidiaries which may have been made or given by any of the other Investor Investors or by any agent or employee of any of the other InvestorInvestors, and no Investor none of the Investors or any of its agents or employees shall have any liability to any Investor of the Investors (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing contained herein, or in any Transaction Document, and no action taken by any Investor of the Investors pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documents. The Company acknowledges that each Investor of the Investors 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 of the other Investor Investors to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all of the Investors with the same terms and Transaction Documents for the convenience of the Company and not because it Company was required or requested to do so by the Investors. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Shares pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have Each Investor has been prepared represented by its own separate legal counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all Investors in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledge and understand that Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP has served as counsel to the Placement Agent only.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Shares pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have Each Investor has been prepared represented by its own separate legal counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all Investors in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledge and understand that Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP has served as counsel to the Placement Agent only.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have Each Investor has been prepared represented by its own separate legal counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all Investors in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledge and understand that Kegler, Brown, Hill & Rxxxxx Co., L.P.A. has served as counsel to the Company only.

Independent Nature of Investors. The Company acknowledges and RXi acknowledge that the obligations of each Investor under the Transaction 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 the Transaction Documents. The Company acknowledges that the decision of each Investor to purchase securities Preferred Shares pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor purchase 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 or of its subsidiaries which may have made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges and RXi acknowledge that nothing contained herein, or in any Transaction Documentof the Contemplated Transactions, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 DocumentsContemplated Transactions. The Company acknowledges that it has elected to provide all Investors with the same terms and conditions for the convenience of the Company and not because it was required or requested to do so by the Investors. The Company acknowledges that such procedure with respect to any of the Contemplated Transactions in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to any of the Contemplated Transactions. The Company acknowledges that 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 DocumentsContemplated Transactions, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Preferred Shares pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have Each Investor has been prepared represented by its own separate legal counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all Investors in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledge and understand that Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx & Xxxxx, PC has served as counsel to the Placement Agent only.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Notes and Warrants pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors Each Investor represents and such counsel does not represent all of the Investors. The Company acknowledges warrants that it has elected to provide all Investors been represented by its own separate legal counsel in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledges and understands that Xxxxxxx Xxxxxx & Xxxx LLP has served as counsel to the Company only, and the Investors cannot rely upon Xxxxxxx Xxxxxx & Fein LLP in any manner with regard to their decision to participate in the transactions contemplated hereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each the Investor under the Transaction Documents are several and not joint with the obligations of any other Investor who is also purchasing Closing Securities in the transaction (collectively, with the Investor, referred to as the "Investors"), and no Investor none of the Investors shall be responsible in any way for the performance of the obligations of any of the other Investor Investors under the Transaction Documents. The Company acknowledges that the decision of each Investor of the Investors to purchase securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) Notes and Warrants has been made by each of such Investor Investors independently of any of the other Investor Investors 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 or of its subsidiaries which may have been made or given by any of the other Investor Investors or by any agent or employee of any of the other InvestorInvestors, and no Investor none of the Investors or any of its agents or employees shall have any liability to any Investor of the Investors (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing contained herein, or in any Transaction Document, and no action taken by any Investor of the Investors pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documents. The Company acknowledges that each Investor of the Investors 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 of the other Investor Investors to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all of the Investors with the same terms and Transaction Documents for the convenience of the Company and not because it Company was required or requested to do so by the Investors. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Units pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have Each Investor has been prepared represented by its own separate legal counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all Investors in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.and acknowledge and understand that Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx & Xxxxx, PC has served as counsel to the Placement Agent only. [SIGNATURE PAGES IMMEDIATELY FOLLOW]

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents hereunder 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 the Transaction Documentshereunder. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities the Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or any of its subsidiaries Subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other personPerson or entity) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, or in any Transaction Document, and no action taken by any Investor pursuant hereto or thereto (includingincluding an Investor’s purchase of Securities at the Closing at the same time as any other Investor or Investors), but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentshereby. The Company acknowledges that each 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 and 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. The Company acknowledges that for reasons Each Investor has been represented by its own separate legal counsel in its review and negotiation of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the InvestorsDocuments. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyInvestor.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Debentures and Warrants pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors Each Investor represents and such counsel does not represent all of the Investors. The Company acknowledges warrants that it has elected to provide all Investors been represented by its own separate legal counsel in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledges and understands that Quintairos, Prieto, Wood & Xxxxx, P.A. has served as counsel to the Company only, and the Investors cannot rely upon Quintairos, Prieto, Wood & Xxxxx, P.A. in any manner with regard to their decision to participate in the transactions contemplated hereby. Each Investor also acknowledges and understands that Xxxxxxx Krooks LLP has served as counsel to the Placement Agent only and the Investors cannot rely upon Xxxxxxx Xxxxxx LLP in any manner with regard to their decision to participate in the transactions contemplated hereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction 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 the Transaction Documents. The Company acknowledges that the decision of each Investor to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) Securities Purchase Agreement has been made by such Investor independently of any other Investor and independently of any information, materials, statements or opinions as to the business, affairs, operationsoperation, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or of its subsidiaries the Subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company further acknowledges that nothing contained herein, or in any Transaction Document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited toincluding any renegotiation, amendment, early conversion, exercise or termination, or other modification to the (i) inclusion of a Investor in a Registration Statement and (ii) review byTransaction Documents or the transactions related thereto, and consent to, such Registration Statement by a Investor) 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 "group" for purposes of Section 13(d) of the 1934 Act with respect to such obligations or the transactions contemplated by the Transaction Documents. The Company acknowledges that each 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. The Company acknowledges that for For reasons of administrative convenience only, at the Transaction Documents request of the Company, Investors and their respective counsel have been prepared by chosen to communicate with the Company through Levenfeld Xxxxxxxxxx, counsel for one of the Investors and such Investors. Such counsel does not represent all any of the Investorsother Investors and each other Investor has retained its own counsel in connection with the negotiation and review of the Transaction Documents. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors Each Investor represents and such counsel does not represent all of the Investors. The Company acknowledges warrants that it has elected to provide all Investors been represented by its own separate legal counsel in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledges and understands that XXXXXXXXXX PLLC has served as counsel to the Company only, and the Investors cannot rely upon XXXXXXXXXX PLLC in any manner with regard to their decision to participate in the transactions contemplated hereby. Each Investor also acknowledges and understands that Golenbock Xxxxxxx Xxxxx Xxxx & Xxxxxx LLP has served as counsel to the Placement Agent only and the Investors cannot rely upon Golenbock Xxxxxxx Assor Xxxx & Xxxxxx LLP in any manner with regard to their decision to participate in the transactions contemplated hereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Units pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors Each Investor represents and such counsel does not represent all of the Investors. The Company acknowledges warrants that it has elected to provide all Investors been represented by its own separate legal counsel in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledges and understands that Xxxxxxxx Xxxxxxxxx LLP has served as counsel to the Company only, and the Investors cannot rely upon Xxxxxxxx Xxxxxxxxx LLP in any manner with regard to their decision to participate in the transactions contemplated hereby. Each Investor also acknowledges and understands that Xxxxxxx Krooks LLP has served as counsel to the Placement Agent only and the Investors cannot rely upon Xxxxxxx Xxxxxx LLP in any manner with regard to their decision to participate in the transactions contemplated hereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Notes and Warrants pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors Each Investor represents and such counsel does not represent all of the Investors. The Company acknowledges warrants that it has elected to provide all Investors been represented by its own separate legal counsel in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledges and understands that Xxxxxxx Xxxxxx & Fein LLP has served as counsel to the Company only, and the Investors cannot rely upon Xxxxxxx Xxxxxx & Xxxx LLP in any manner with regard to their decision to participate in the transactions contemplated hereby. Each Investor also acknowledges and understands that Xxxxxxx Krooks LLP has served as counsel to the Selling Agent only and the Investors cannot rely upon Xxxxxxx Xxxxxx LLP in any manner with regard to their decision to participate in the transactions contemplated hereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction 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 the Transaction Documents. The Company acknowledges that each Investor has represented to the Company that the decision of each Investor to purchase securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor purchase 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 or of its subsidiaries Subsidiaries which may have made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing contained herein, or in any Transaction Document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documents. The Company acknowledges that 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. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the InvestorsInvestors but only such Investor and the other Investors have retained their own individual counsel with respect to the transactions contemplated hereby. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company ------------------------------- acknowledges that the obligations of each Investor under the Transaction 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 the Transaction Documents. The Company acknowledges that the decision of each Investor to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) Purchase Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries Subsidiaries which may have made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing contained herein, or in any Transaction Document, and no action taken by any Investor pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Investor in a the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documents. The Company acknowledges that 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. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investorsother Investors and the other Investors have retained their own individual counsel with respect to the transactions contemplated hereby . The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities the Transaction Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have Each Investor has been prepared represented by its own separate legal counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all Investors in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.hereby. [SIGNATURE PAGES IMMEDIATELY FOLLOW]

Independent Nature of Investors. OBLIGATIONS AND RIGHTS. The Company acknowledges that the obligations of each Investor under the any Transaction Documents Document (as defined below) 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 the any Transaction DocumentsDocument. The Company acknowledges that the decision of each Investor to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries any Subsidiary which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 DocumentsDocument. The Company Each Investor acknowledges that each no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no other Investor will be acting as agent of such Investor in connection with monitoring its investment hereunder. 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. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each the Investor under the Transaction Documents are several and not joint with the obligations of any other Investor who is also purchasing Closing Securities in the transaction (collectively, with the Investor, referred to as the "Investors"), and no Investor none of the Investors shall be responsible in any way for the performance of the obligations of any of the other Investor Investors under the Transaction Documents. The Company acknowledges that the decision of each Investor of the Investors to purchase securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) Closing Securities has been made by each of such Investor Investors independently of any of the other Investor Investors 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 or of its subsidiaries which may have been made or given by any of the other Investor Investors or by any agent or employee of any of the other InvestorInvestors, and no Investor none of the Investors or any of its agents or employees shall have any liability to any Investor of the Investors (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing contained herein, or in any Transaction Document, and no action taken by any Investor of the Investors pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documents. The Company acknowledges that each Investor of the Investors 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 of the other Investor Investors to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it has elected to provide all of the Investors with the same terms and Transaction Documents for the convenience of the Company and not because it Company was required or requested to do so by the Investors. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors Each Investor represents and such counsel does not represent all of the Investors. The Company acknowledges warrants that it has elected to provide all Investors been represented by its own separate legal counsel in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledges and understands that K&L Gates LLP has served as counsel to the Company only, and the Investors cannot rely upon K&L Gates LLP in any manner with regard to their decision to participate in the transactions contemplated hereby. Each Investor also acknowledges and understands that Xxxxx Xxxxxx LLP has served as counsel to the Placement Agent only and the Investors cannot rely upon Xxxxx Xxxxxx LLP in any manner with regard to their decision to participate in the transactions contemplated hereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction 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 the Transaction Documents. The Company acknowledges that the decision of each Investor to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor and independently of any information, materials, statements or opinions as to the business, affairs, operationsoperation, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or of its subsidiaries the Subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company further acknowledges that nothing contained herein, or in any Transaction Document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited toincluding any renegotiation, amendment, early conversion, exercise or termination, or other modification to the (i) inclusion of a Investor in a Registration Statement and (ii) review byTransaction Documents or the transactions related thereto, and consent to, such Registration Statement by a Investor) 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 "group" for purposes of Section 13(d) of the 1934 Act with respect to such obligations or the transactions contemplated by the Transaction Documents. The Company acknowledges that each 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. The Company acknowledges that for For reasons of administrative convenience only, at the Transaction Documents request of the Company, Investors and their respective counsel have been prepared by chosen to communicate with the Company through Levenfeld Xxxxxxxxxx, counsel for one of the Investors and such Investors. Such counsel does not represent all any of the Investorsother Investors and each other Investor has retained its own counsel in connection with the negotiation and review of the Transaction Documents. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents hereunder 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 the Transaction Documentshereunder. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities the Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or any of its subsidiaries Subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other personPerson or entity) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, or in any Transaction Document, and no action taken by any Investor pursuant hereto or thereto (includingincluding an Investor’s purchase of Securities at the Closing at the same time as any other Investor or Investors), but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentshereby. The Company acknowledges that each 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 and 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. The Company acknowledges that for reasons Each Investor has been represented by its own separate legal counsel in its review and negotiation of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyDocuments.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents Subscription Agreements 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 the Transaction DocumentsSubscription Agreements or other transaction documents. The Company acknowledges that the decision of each Investor to purchase securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Offering has been made by such Investor independently of any other Investor purchase 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 or of its subsidiaries Subsidiaries which may have made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing contained herein, or in any Transaction Documenttransaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 DocumentsSubscription Agreements. The Company acknowledges that 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, each Investor has retained its own individual counsel with respect to the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investorstransactions contemplated hereby. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. a. The Company acknowledges that the obligations of each Investor the Investors under this Agreement, the Transaction Documents Purchase Agreement, the Warrants and any other document entered into in connection with this Agreement, the Purchase Agreement, the Warrants and the transactions contemplated hereby and thereby (the "TRANSACTION DOCUMENTS") are several and not joint with the obligations of any other Investorjoint, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under the Transaction Documents. The Company acknowledges that the decision of each Investor of the Investors to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) Purchase Agreement has been made by such each Investor independently of any other Investor 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 or of its subsidiaries the Subsidiaries which may have made or given by any other Investor or by any agent or employee of any other InvestorInvestor and, and as between the Investors, no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company further acknowledges that nothing contained herein, or in any the Transaction DocumentDocuments, and no action taken by any Investor the Investors pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 of the Transaction Documents. The Company acknowledges that each Investor Investors 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. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Notes pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors Each Investor represents and such counsel does not represent all of the Investors. The Company acknowledges warrants that it has elected to provide all Investors been represented by its own separate legal counsel in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledges and understands that Xxxxxxx Krooks, LLP has served as counsel to the Placement Agent only, and the Investors cannot rely upon Xxxxxxx Xxxxxx, LLP in any manner with regard to their decision to participate in the transactions contemplated hereby.

Independent Nature of Investors. a. The Company acknowledges that the obligations of each Investor the Investors under this Agreement, the Transaction Documents Purchase Agreement, the Warrants and any other document entered into in connection with this Agreement, the Securities Purchase Agreement, the Warrants and the transactions contemplated hereby and thereby (the "TRANSACTION Documents") are several and not joint with the obligations of any other Investorjoint, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under the Transaction Documents. The Company acknowledges that the decision of each Investor of the Investors to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) Securities Purchase Agreement has been made by such each Investor independently of any other Investor 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 or of its subsidiaries the Subsidiaries which may have made or given by any other Investor or by any agent or employee of any other InvestorInvestor and, and as between the Investors, no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company further acknowledges that nothing contained herein, or in any the Transaction DocumentDocuments, and no action taken by any Investor the Investors pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 of the Transaction Documents. The Company acknowledges that each Investor Investors 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. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Units pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors Each Investor represents and such counsel does not represent all of the Investors. The Company acknowledges warrants that it has elected to provide all Investors been represented by its own separate legal counsel in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledges and understands that Quintairos, Prieto, Wood & Xxxxx, P.A. has served as counsel to the Company only, and the Investors cannot rely upon Quintairos, Prieto, Wood & Xxxxx, P.A. in any manner with regard to their decision to participate in the transactions contemplated hereby. Each Investor also acknowledges and understands that Xxxxxxx Krooks LLP has served as counsel to the Placement Agent only and the Investors cannot rely upon Xxxxxxx Xxxxxx LLP in any manner with regard to their decision to participate in the transactions contemplated hereby.

Independent Nature of Investors. (a) The Company acknowledges that the obligations of each Investor under this Agreement, any other document entered into in connection with this Agreement, and the transactions contemplated hereby and thereby (the "Transaction Documents 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 the Transaction Documents. The Company acknowledges that the decision of each Investor to purchase securities Securities pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries the Subsidiaries which may have made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company further acknowledges that nothing contained herein, or in any the Transaction DocumentDocuments, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentshereby. The Company acknowledges that each 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. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors and such counsel does not represent all of the Investors. The Company acknowledges that it 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or thereby.

Independent Nature of Investors. The Company acknowledges that the obligations of each Investor under the Transaction Documents this Agreement or other 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 the Transaction Documentsthis Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The Company acknowledges that the decision of each Investor to purchase securities Notes and Warrants pursuant to the SPA (or other purchase agreement to which the Holder acquired securities convertible or exercisable into the Registrable Securities) this Agreement has been made by such Investor independently of any other Investor 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 or of its subsidiaries which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing Nothing contained herein, herein or in any Transaction Documentother transaction document, and no action taken by any Investor pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Investor in a Registration Statement and (ii) review by, and consent to, such Registration Statement by a Investor) 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 Documentsthis Agreement. The Company acknowledges that Except as otherwise provided in this Agreement or any other 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 Documentstransaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that for reasons of administrative convenience only, the Transaction Documents have been prepared by counsel for one of the Investors Each Investor represents and such counsel does not represent all of the Investors. The Company acknowledges warrants that it has elected to provide all Investors been represented by its own separate legal counsel in connection 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. The Company acknowledges that such procedure with respect to the Transaction Documents in no way creates a presumption that the Investors are in any way acting in concert or as a group with respect to the Transaction Documents or the transactions contemplated hereby or therebyand acknowledges and understands that Xxxxxxxx Xxxxxxxxx LLP has served as counsel to the Company only, and the Investors cannot rely upon Xxxxxxxx Xxxxxxxxx LLP in any manner with regard to their decision to participate in the transactions contemplated hereby. Each Investor also acknowledges and understands that Xxxxxxx Krooks LLP has served as counsel to the Placement Agent only and the Investors cannot rely upon Xxxxxxx Xxxxxx LLP in any manner with regard to their decision to participate in the transactions contemplated hereby.