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

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunder, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documents. Each Purchaser 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 Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement Transaction Documents for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that The Company’s obligations to each provision contained in Purchaser under this Agreement is are identical to its obligations to each other Purchaser other than such differences resulting solely from the number of Securities purchased by such Purchaser, but regardless of whether such obligations are memorialized herein or in another agreement between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement Transaction Documents for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that The Company’s obligations to each provision contained in Purchaser under this Agreement is are identical to its obligations to each other Purchaser other than such differences resulting solely from the number of Shares purchased by such Purchaser, but regardless of whether such obligations are memorialized herein or in another agreement between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement Transaction Documents for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that The Company’s obligations to each provision contained in Purchaser under this Agreement is are identical to its obligations to each other Purchaser other than such differences resulting solely from the number of Securities purchased by such Purchaser, but regardless of whether such obligations are memorialized herein or in another agreement between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any none of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to this Agreement and the other Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson or entity) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any of the Purchasers. The Company’s obligations to each Purchaser under the Transaction Documents are identical to its obligations to each other Purchaser other than such differences resulting solely from the number of Securities purchased by such Purchaser. It is expressly understood that each provision contained , but regardless of whether such obligations are memorialized herein or in this Agreement is another agreement between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderInvestor, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderInvestors under any Transaction Document. The decision of each Purchaser (other than those Purchasers that are Affiliates of each other) to purchase Securities the Common Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser non-affiliated 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 any Subsidiary Company, which may have been made or given by any other Purchaser non-affiliated Investor or by any agent or employee of any other Purchasernon-affiliated Investors, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser Investors (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Documentthis Agreement, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (includinggroup, without limitation, a “group” within and the meaning of Section 13(d)(3) of the Exchange Act) Company will not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documentsthis Agreement. Each Purchaser acknowledges (other than those that are Affiliates of such Purchaser) confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors and no other non-affiliated Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser non-affiliated Investors will be acting as agent of such Purchaser (and its Affiliates) in connection with monitoring its investment in the securities Common Shares or enforcing its rights under the Transaction Documentsthis Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels may choose to communicate with the Company through Xxxxxxxxx & Xxxxxxx LLP, counsel to the Placement Agents. Each Purchaser acknowledges that Xxxxxxxxx & Xxxxxxx LLP has rendered legal advice to the Placement Agents and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser Purchasers to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has had the opportunity to obtain its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels have chosen to communicate with the Company through Xxxxxxx Procter LLP, counsel to the Placement Agent. Each Purchaser acknowledges that Xxxxxxx Procter LLP has rendered legal advice to the Placement Agent and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.[SIGNATURE PAGES TO FOLLOW]

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. Each Purchaser also acknowledges that Xxxxxx, Xxxx & Xxxxxxxx LLP has rendered legal advice to the Company and not such Purchaser. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Common Shares pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, operations or condition (financial or otherwise) or prospects of the Company or any Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Common Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder this Agreement. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 Subsidiary of its Subsidiaries which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any none of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (includinggroup, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) or are deemed affiliates with respect to such obligations or the transactions contemplated by the Transaction DocumentsTransactions. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Shares or enforcing its rights under the Transaction Documentsthis Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels have chosen to communicate with the Company through Xxxxxxx Procter LLP, counsel to the Placement Agents. Each Purchaser acknowledges that Xxxxxxx Procter LLP has rendered legal advice to the Placement Agents and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall will be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Documentother agreement or instrument contemplated hereby, and no action taken by any Purchaser pursuant hereto or thereto, shall will be deemed to constitute the Purchasers as as, and the Company acknowledges that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) or entity with respect to such obligations or the transactions contemplated hereby or thereby or any matters, and the Company acknowledges that the Purchasers are not acting in concert or as a group, and the Company will not assert any such claim, with respect to such obligations or the transactions contemplated hereby or thereby. The decision of each Purchaser to purchase Shares has been made by the Transaction Documentssuch Purchaser independently of any other Purchaser. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with such Purchaser making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its such Purchaser’s investment in the securities Shares or enforcing its rights under hereunder. The Company and each Purchaser confirms that each Purchaser has independently participated with the Transaction DocumentsCompany in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Purchaser shall will 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 DocumentsShares, and it shall will not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each use of a single agreement to effectuate the purchase and sale of the Purchasers has been provided with Shares contemplated hereby was solely in the same Registration Rights Agreement control of the Company, not the action or decision of any Purchaser, and was done solely for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in the Shares is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. The Company hereby confirms that it understands and agrees that the Purchasers are not acting as a “group” as that term is used in Section 13(d) of the Exchange Act. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels have chosen to communicate with the Company through Txxxxxxx Pxxxxx Xxxxxxxx Sxxxxxx LLP, counsel to the Company. Each Purchaser acknowledges that each of the Purchasers Txxxxxxx Pxxxxx Xxxxxxxx Sxxxxxx LLP has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested rendered legal advice to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solelynot to such Purchaser in connection with the transactions contemplated hereby, and not between that each such Purchaser has relied for such matters on the Company and the Purchasers collectively and not between and among the Purchasersadvice of its own respective counsel.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement the Transaction Documents are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as, and the Company acknowledges that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Purchasers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with such Purchaser making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its such Purchaser’s investment in the securities Securities or enforcing its rights under the Transaction Documents. The Company and each Purchaser confirms that each Purchaser has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each use of a single agreement to effectuate the purchase and sale of the Purchasers has been provided with Securities contemplated hereby was solely in the same Registration Rights Agreement control of the Company, not the action or decision of any Purchaser, and was done solely for the purpose convenience of closing a transaction with multiple Purchasers the Company and its Subsidiaries and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company Company, each Subsidiary and a Purchaser, solely, and not between the Company Company, its Subsidiaries and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each the Purchaser under this Agreement and the other Transaction Documents are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no the Purchaser shall not be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any other Transaction Document. The decision of each the Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such the Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any the Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchaser and the other Purchasers as as, and the Company acknowledges that the Purchaser and the other Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchaser or any of the other Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Purchaser and the other Purchasers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement or any of the other the Transaction Documents. Each The Purchaser acknowledges that no other Purchaser has acted as agent for such the Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such the Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each The Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each use the same form of agreement with respect to the obligations of the Purchasers has been provided with the same Registration Rights Agreement Company contained herein was done solely for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by the Purchaser or any other Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a the Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among Purchasers. The Purchaser represents that it has been represented by its own separate legal counsel in its review and negotiations of this Agreement and the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement and the other Financing Documents are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of under any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsFinancing Document. Nothing contained herein or in any Transaction other Financing Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as as, and the Company acknowledges that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) or entity with respect to such obligations or the transactions contemplated by the Transaction Financing Documents or any matters, and the Company acknowledges that the Purchasers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Financing Documents. The decision of each Purchaser to purchase a Note or Notes pursuant to the Financing Documents has been made by such Purchaser independently of any other Purchaser. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with such Purchaser making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with the holding or monitoring its of such Purchaser’s investment in the securities Notes or enforcing its rights under the Transaction Financing Documents. The Company and each Purchaser confirm that each Purchaser has independently participated with the Company in the negotiation of the transactions contemplated hereby with the advice of its own legal counsel and other Advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction DocumentsFinancing Document, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each use of a single agreement to effectuate the purchase and sale of the Purchasers has been provided with Notes contemplated hereby was solely in the same Registration Rights Agreement control of the Company, not the action or decision of any Purchaser, and was done solely for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in each other Financing Document is between the Company and a Purchaser, solely, and not between among the Company and the Purchasers collectively collectively, and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder this Agreement. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Purchaser pursuant hereto or theretohereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documentsthis Agreement. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each it has been represented by its own separate legal counsel in its review and negotiations of this Agreement. For reasons of administrative convenience only, the Purchasers has been provided acknowledge and agree that they and their respective counsel have chosen to communicate with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaserthrough Proskauer Rose LLP, solelybut Proskauer Rose LLP represents only Iroquois Capital, and not between the Company and the Purchasers collectively and not between and among the Purchasers.L.P.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several joint and not joint several with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.EXHIBIT 4.8

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Documents. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers Purchaser as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the under any Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsDocument. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as as, and the Company acknowledges that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group, and the Company will not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents and the Company acknowledges that the Purchasers are not acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each The Company acknowledges and each Purchaser acknowledges confirms that no other Purchaser it has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment independently participated in the securities or enforcing negotiation of the transaction contemplated hereby with the advice of its rights under the Transaction Documentsown counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each use of a single agreement to effectuate the purchase and sale of the Purchasers has been provided with Securities contemplated hereby was solely in the same Registration Rights Agreement control of the Company, not the action or decision of any Purchaser, and was done solely for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers. Notwithstanding the foregoing, nothing in this subsection (n) shall be construed to alter or affect the closing condition set forth in Section 6(b) hereof.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement Transaction Documents for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that The Company's obligations to each provision contained in Purchaser under this Agreement is are identical to its obligations to each other Purchaser other than such differences resulting solely from the number of Securities purchased by such Purchaser, but regardless of whether such obligations are memorialized herein or in another agreement between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 any Subsidiary which that may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each under any Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsDocument. Nothing contained herein or in any other Purchaser Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges confirms that no other Purchaser it has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment independently participated in the securities or enforcing negotiation of the transactions contemplated hereby with the advice of its rights under the Transaction Documentsown counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company Each Purchaser (other than Gryphon and GSSF Master Fund, LP (“GSSF”)) hereby agrees and acknowledges that each (a) Xxxxxx X. Garden, P.C. was retained solely by Gryphon and GSSF in connection with their due diligence review of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively preparation, negotiation, execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated thereunder, and in such capacity has provided legal services solely to Gryphon and GSSF, (b) Xxxxxx X. Garden, P.C. has not between represented, nor will it represent, any Purchaser (other than Gryphon and among GSSF) in connection with the Purchaserspreparation, negotiation, execution, delivery and performance of this Agreement or the other Transaction Documents or the transactions contemplated thereunder, and (c) each Purchaser (other than Gryphon and GSSF) should, if it wishes counsel with respect to the preparation, negotiation, execution, delivery and performance of this Agreement or the other Transaction Documents or the transactions contemplated thereunder, retain its own independent counsel with respect thereto.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement Transaction Documents for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the under any Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsDocument. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, 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 Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaserof the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers. It is expressly acknowledged and agreed by the Company and each Purchaser that each Purchaser has and shall continue to make independent decisions concerning its investment in the Company and exercising or refraining from exercising any rights under any of the Transaction Documents and that no inference, presumption or conclusion that such Purchasers constitute a “Group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder shall be raised in connection with the investigation, execution, delivery, amendment, modification, waiver, performance or consummation of this Agreement or any of the transactions contemplated hereby, notwithstanding the fact that (i) certain Purchasers are now or may in the future be represented by the same or similar advisors, agents, counsel or other representatives, (ii) the Purchasers collectively may exercise or refrain from exercising rights under the Transaction Documents in the same manner or (iii) such rights under the Transaction Documents may have been negotiated by the Purchasers with the Company at the same time, or may be amended or modified with the Company in the same or a similar manner. None of the Purchasers are under common control, and none of such parties is an Affiliate of, or affiliated with, one another. The parties hereto shall not act together or create a partnership-in-fact or otherwise with respect to the Company or any of its Subsidiaries.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities the Shares pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement the Transaction Documents are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser hereunderunder any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as, and the Company acknowledges that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Purchasers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with such Purchaser making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its such Purchaser’s investment in the securities Securities or enforcing its rights under the Transaction Documents. The Company and each Purchaser confirms that each Purchaser has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Purchasers has been provided with Transaction Documents. The use of a single agreement to effectuate the same Registration Rights Agreement purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Purchaser, and was done solely for the purpose convenience of closing a transaction with multiple Purchasers the Company and its Subsidiaries and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company Company, each Subsidiary and a Purchaser, solely, and not between the Company Company, its Subsidiaries and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder this Agreement. The decision of each Purchaser to purchase Securities Common Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any none of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documentsthis Agreement. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Common Shares or enforcing its rights under the Transaction Documentsthis Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.Transaction Documents. [SIGNATURE PAGES TO FOLLOW]

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels have chosen to communicate with the Company through Xxxxxxxx Pepper, counsel to the Placement Agent. Each Purchaser acknowledges that each of Xxxxxxxx Pepper has rendered legal advice to the Purchasers has been provided Placement Agent and not to such Purchaser in connection with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers transactions contemplated hereby, and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between such Purchaser has relied for such matters on the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasersadvice of its own respective counsel.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction DocumentsDocument. Each Purchaser 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsel have chosen to communicate with the Company through Xxxxxxx Xxxxxxxxx LLP. Xxxxxxx Xxxxxxxxx LLP does not represent the Purchasers but only X.X. Xxxxx Securities, Inc. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the under any Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsDocument. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, 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 Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaserof the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers. It is expressly acknowledged and agreed by the Company and each Purchaser that each Purchaser has and shall continue to make independent decisions concerning its investment in the Company and exercising or refraining from exercising any rights under any of the Transaction Documents and that no inference, presumption or conclusion that such Purchasers constitute a “Group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder shall be raised in connection with the investigation, execution, delivery, amendment, modification, waiver, performance or consummation of this Agreement or any of the transactions contemplated hereby, notwithstanding the fact that (i) certain Purchasers are now or may in the future be represented by the same or similar advisors, agents, counsel or other representatives, including Gxxxxxx Procter LLP, (ii) the Purchasers collectively may exercise or refrain from exercising rights under the Transaction Documents in the same manner or (iii) such rights under the Transaction Documents may have been negotiated by the Purchasers with the Company at the same time, or may be amended or modified with the Company in the same or a similar manner. None of the Purchasers are under common control, and none of such parties is an Affiliate of, or affiliated with, one another. The parties hereto shall not act together or create a partnership-in-fact or otherwise with respect to the Company or any of its Subsidiaries.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder this Agreement. The decision of each Purchaser to purchase Securities Units pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(313(d) of the Exchange Act or otherwise), or are deemed affiliates (as such term is defined under the Exchange Act) with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including the Transaction Documentsrights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser acknowledges (i) that it is not relying upon any Person other than the Company and its officers and directors, in making its investment or decision to invest in the Company and (ii) no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be entitled liable 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 Purchaser for any action heretofore or hereafter taken or omitted to be joined as an additional party taken by any of them in any Proceeding for such purposeconnection with the purchase of the Securities. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement or the Registration Rights Agreement are several and not joint with the obligations of any other Purchaser hereunderpresent or subsequent purchaser of the Purchased Securities, and no each Purchaser shall not be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any agreement to purchase Purchased Securities. The decision of each Purchaser to purchase Purchased Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser of the Purchased Securities 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 Subsidiary which Partnership Parties that may have been made or given by any other Purchaser of the Purchased Securities or by any agent or employee of any other such Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein herein, in the Partnership Agreement or in any Transaction Documentthe Registration Rights Agreement, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers such Purchaser as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are such Purchaser is in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by this Agreement or the Transaction DocumentsRegistration Rights Agreement. Each Purchaser acknowledges that no other Purchaser of the Purchased Securities has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsRegistration Rights Agreement, and it shall not be necessary for any other Purchaser of the Purchased Securities to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with represented by its own separate legal counsel in its review and negotiations of this Agreement and the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersAgreement.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement the Operative Documents are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of under any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsOperative Document. Nothing contained herein or in any Transaction other Operative Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as as, and the Company acknowledges that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (includingor entity, without limitation, a “group” within and the meaning of Section 13(d)(3) of the Exchange Act) Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Operative Documents or any matters, and the Company acknowledges that the Purchasers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Operative Documents. The decision of each Purchaser to purchase Securities pursuant to the Operative Documents has been made by such Purchaser independently of any other Purchaser. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with such Purchaser making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its such Purchaser’s investment in the securities Purchased Securities or enforcing its rights under the Transaction Operative Documents. The Company and each Purchaser confirms that each Purchaser has independently participated with the Company in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction Operative Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each use of a single agreement to effectuate the purchase and sale of the Purchasers has been provided with Purchased Securities contemplated hereby was solely in the same Registration Rights Agreement control of the Company, not the action or decision of any Purchaser, and was done solely for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in each other Operative Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder this Agreement. The decision of each Purchaser to purchase Securities Shares or Pre-Funded Warrants pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group group, or are deemed affiliates (including, without limitation, a “group” within the meaning of Section 13(d)(3) of as such term is defined under the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentsthis Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company Each Purchaser acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and it is not because it was required relying upon any person, firm, or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between corporation, other than the Company and a Purchaserits officers and directors, solelyin making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, and not between officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Company and purchase of the Purchasers collectively and not between and among the PurchasersSecurities.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, or condition (financial or otherwise) or prospects of the Company or any Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. The Company hereby confirms that it understands and agrees that the Purchasers are not acting as a "group" as that term is used in Section 13(d) of the Exchange Act. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.Transaction Documents. Proskauer Rose LLP represents only Mainfield Enterprises Inc.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder this Agreement. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, propertiesproperty, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers Investors are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documentsthis Agreement. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser Investor to be joined jointed as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights terms and form of this Agreement for the purpose convenience of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersCompany.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels have chosen to communicate with the Company through Dechert LLP, counsel to the Placement Agent. Each Purchaser acknowledges that Dechert LLP has rendered legal advice to the Placement Agent and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, or condition (financial or otherwise) or prospects of the Company or any Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. The Company hereby confirms that it understands and agrees that the Purchasers are not acting as a "group" as that term is used in Section 13(d) of the Exchange Act. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, including the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any none of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels may choose to communicate with the Company through Cxxxxx LLP, counsel to the Placement Agents. Each Purchaser acknowledges that Cxxxxx LLP has rendered legal advice to the Placement Agents and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Company Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each under any Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsDocument. Nothing contained herein or in any other Purchaser Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges confirms that no other Purchaser it has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment independently participated in the securities or enforcing negotiation of the transactions contemplated hereby with the advice of its rights under the Transaction Documentsown counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company Each Purchaser (other than Gryphon and GSSF Master Fund, LP ("GSSF")) hereby agrees and acknowledges that each (a) Xxxxxx X. Garden, P.C. was retained solely by Gryphon and GSSF in connection with their due diligence review of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively preparation, negotiation, execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated thereunder, and in such capacity has provided legal services solely to Gryphon and GSSF, (b) Xxxxxx X. Garden, P.C. has not between represented, nor will it represent, any Purchaser (other than Gryphon and among GSSF) in connection with the Purchaserspreparation, negotiation, execution, delivery and performance of this Agreement or the other Transaction Documents or the transactions contemplated thereunder, and (c) each Purchaser (other than Gryphon and GSSF) should, if it wishes counsel with respect to the preparation, negotiation, execution, delivery and performance of this Agreement or the other Transaction Documents or the transactions contemplated thereunder, retain its own independent counsel with respect thereto.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels may have chosen to communicate with the Company through Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, counsel to the Placement Agents. Each Purchaser acknowledges that Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP has rendered legal advice to the Placement Agents and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, or condition (financial or otherwise) or prospects of the Company or any Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a syndicate or group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. The Company hereby confirms that it understands and agrees that the Purchasers are not acting as a "group" as that term is used in Section 13(d) of the Exchange Act. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, including the rights arising out of this Agreement or out of the other Transaction DocumentsDocuments (other than rights the exercise of which requires the consent or action of the Required Purchasers), and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement the Transaction Documents are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (includingor entity with respect to such obligations or the transactions contemplated by the Transaction Documents or any other matters, without limitationand the Company acknowledges that, to its knowledge, the Purchasers are not acting in concert or as a “group” within the meaning of Section 13(d)(3) of the Exchange Act) group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with such Purchaser making its investment hereunder and that no other Purchaser or counsel or advisor for such other Purchaser will be acting as agent of such Purchaser in connection with monitoring its such Purchaser’s investment in the securities Securities or enforcing its rights under the Transaction Documents. The Company and each Purchaser confirms that each Purchaser has independently participated with the Company in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each use of a single agreement to effectuate the purchase and sale of the Purchasers has been provided with Securities contemplated hereby was solely in the same Registration Rights Agreement control of the Company, not the action or decision of any Purchaser, and was done solely for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.[SIGNATURE PAGES TO FOLLOW]

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder this Agreement. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Documentthis Agreement, and no action taken by any Purchaser pursuant hereto or theretohereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documentsthis Agreement. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Shares or enforcing its rights under the Transaction Documentsthis Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that The Company’s obligations to each provision contained in Purchaser under this Agreement is are identical to its obligations to each other Purchaser other than such differences resulting solely from the number of Shares purchased by such Purchaser, but regardless of whether such obligations are memorialized herein or in another agreement between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. (a) The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder this Agreement. The decision of each Purchaser to purchase Securities Shares pursuant to this Agreement, the Transaction Documents Private Placement Memorandum and the SEC Filings, has been made by such Purchaser independently of any other Purchaser and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition Purchaser. (financial or otherwiseb) or prospects of the Company or any Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documents. this Agreement. (c) Each Purchaser shall be entitled to independently protect and enforce its rights, including, including without limitation, the its rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. No Purchaser shall incur any liability to any other Purchaser with respect to exercising or refraining from exercising any right or rights that such Purchaser may have by reason of this Agreement. (d) Each Purchaser has been represented or had the opportunity to be represented by its own separate legal counsel in their review and negotiation of this Agreement. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and the Private Placement Memorandum for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among of the Purchasers. (e) Each Purchaser agrees that no Purchaser or the respective affiliates of any Purchaser shall be liable to any other Purchaser for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Shares.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. The Company hereby confirms that it understands and agrees that the Purchasers are not acting as a “group” as that term is used in Section 13(d) of the Exchange Act. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively Transaction Documents and not between each party represents and among confirms that Malhotra & Associates LLP represents only Iroquois Master Fund, Ltd. in connection with this Agreement and the Purchasersother Transaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. The Company hereby confirms that it understands and agrees that the Purchasers are not acting as a “group” as that term is used in Section 13(d) of the Exchange Act. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively Transaction Documents each party represents and not between confirms and among that Malhotra & Associates LLP represents only Iroquois Master Fund Ltd. in connection with this Agreement and the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement the Transaction Documents are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The Each Purchaser represents that the decision of each Purchaser to purchase Securities Units pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each foregoing agreement is hereby executed as of the date first above written. PENWEST PHARMACEUTICALS CO. a Washington corporation /s/ Bxxxxxxx X. Xxxxxxxx By: Bxxxxxxx X. Xxxxxxxx Title: Senior Vice President, Finance, and Chief Financial Officer PURCHASERS: Counterpart signature pages attached. By its execution and delivery of this signature page, the undersigned Purchaser hereby joins in and agrees to be bound by the terms and conditions of the Securities Purchase Agreement dated as of March 5, 2008 (the “Purchase Agreement”) by and among Penwest Pharmaceuticals Co. and the Purchasers has been provided with (as defined therein), as to the same Registration Rights number of Units set forth below, and authorizes this signature page to be attached to the Purchase Agreement or counterparts thereof. Name of Purchaser: By: Title Record Address: Telecopy No.: Number of Units: Aggregate Purchase Price: $ Agreed to and accepted this 5 day of March, 2008 Penwest Pharmaceuticals Co. By: Name: Bxxxxxxx X. Xxxxxxxx Title: Senior Vice President, Finance, and Chief Financial Officer WS Opportunity Fund, L.P. 300 Xxxxxxxx Xxxxx Xxxxx 0000 Xxxxxx, XX 00000 Fax: 200-000-0000 73,577 73,577 36,789 $ 226,801.10 WS Opportunity Fund (QP), L.P. 300 Xxxxxxxx Xxxxx Xxxxx 0000 Xxxxxx, XX 00000 Fax: 200-000-0000 66,310 66,310 33,155 $ 204,400.58 WS Opportunity Fund International, Ltd. 300 Xxxxxxxx Xxxxx Xxxxx 0000 Xxxxxx, XX 00000 Fax: 200-000-0000 90,154 90,154 45,077 $ 277,899.71 Wxxxxx Xxxxx International Fund, Ltd. 300 Xxxxxxxx Xxxxx Xxxxx 0000 Xxxxxx, XX 00000 Fax: 200-000-0000 647,754 647,754 323,877 $ 1,996,701.71 Wxxxxx Xxxxx Capital (QP), L.P. 300 Xxxxxxxx Xxxxx Xxxxx 0000 Xxxxxx, XX 00000 Fax: 200-000-0000 409,343 409,343 204,672 $ 1,261,799.80 Wxxxxx Xxxxx Capital, L.P. 300 Xxxxxxxx Xxxxx Xxxxx 0000 Xxxxxx, XX 00000 Fax: 200-000-0000 62,125 62,125 31,062 $ 191,500.31 HHMI Investments, L.P. 300 Xxxxxxxx Xxxxx Xxxxx 0000 Xxxxxx, XX 00000 Fax: 200-000-0000 272,798 272,798 136,399 $ 840,899.84 RA Capital Biotech Fund, L.P. 100 Xxxxxxxxxx Xxx Xxxxx 000 Xxxxxx, XX 00000 Fax: 600-000-0000 1,280,780 1,280,780 640,390 $ 3,948,004.35 RA Capital Biotech Fund II, L.P. 100 Xxxxxxxxxx Xxx Xxxxx 000 Xxxxxx, XX 00000 Fax: 600-000-0000 16,870 16,870 8,435 $ 52,001.78 Quogue Capital LLC 1000 Xxx. xx Xxxxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Fax: 200-000-0000 1,100,000 1,100,000 550,000 $ 3,390,750.00 Perceptive Life Sciences Master Fund, Ltd. 400 Xxxx Xxx 00xx Xxxxx Xxx Xxxx, XX 00000 Fax: 1,850,000 1,850,000 925,000 $ 5,702,625.00 Deerfield Special Situations Fund International Limited 700 0xx Xxx 00xx Xxxxx Xxx Xxxx, XX 00000 Fax: 200-000-0000 836,985 836,985 418,493 $ 2,580,006.26 Deerfield Special Situations Fund, L.P. 700 0xx Xxx 00xx Xxxxx Xxx Xxxx, XX 00000 Fax: 200-000-0000 460,665 460,665 230,332 $ 1,419,999.86 H&Q Healthcare Investors 2 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Fax: 600-000-0000 574,211 574,211 287,106 $ 1,770,005.44 H&Q Life Science Investors 2 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Fax: 600-000-0000 399,028 399,028 199,514 $ 1,230,003.78 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THE WARRANT ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTIONS 3 AND 11 OF THIS WARRANT Warrant No. Dated: March , 2008 PENWEST PHARMACEUTICALS CO., a Washington corporation (the “Company”), hereby certifies that, for value received, [ ], or its registered assigns (the purpose of closing a transaction with multiple Purchasers and not because it was required or requested “Holder”), is entitled to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between purchase from the Company up to a total of [ ] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share as adjusted from time to time as provided in Section 9, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $3.62 (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time on or before 6:30 p.m. (New York local time) on March [ ], 2013 (the “Expiration Date”), subject to the terms and conditions set forth herein. This warrant (this “Warrant”) is one of a Purchaserseries of similar warrants issued pursuant to that certain Securities Purchase Agreement, solelydated as of March 5, 2008 by and not between among the Company and the Purchasers collectively and not between and among identified therein (the Purchasers“Securities Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.”

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels have chosen to communicate with the Company through Xxxxxxx Procter LLP, counsel to the Placement Agent. Each Purchaser acknowledges that Xxxxxxx Procter LLP has rendered legal advice to the Placement Agent and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. Each Purchaser also acknowledges that Paul, Hastings, Xxxxxxxx & Xxxxxx LLP has rendered legal advice to the Company and not such Purchaser. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. The Company hereby confirms that it understands and agrees that the Purchasers are not acting as a "group" as that term is used in Section 13(d) of the Exchange Act. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively Transaction Documents and not between each party represents and among confirms that Proskauer Rose LLP represents only Iroquois Capital, L.P. in connection with this Agreement and the Purchasers.other Transaction Documents. [SIGNATURE PAGES TO FOLLOW]

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement Transaction Documents for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that The Company’s obligations to each provision contained in Purchaser under this Agreement is are identical to its obligations to each other Purchaser other than such differences resulting solely from the number of Securities purchased by such Purchaser, but regardless of whether such obligations are memorialized herein or in another agreement between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each it has been represented by its own separate legal counsel in its review and negotiations of this Agreement and the Transaction Documents. For reasons of administrative convenience only, the Purchasers has been provided acknowledge and agree that they and their respective counsel have chosen to communicate with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaserthrough Proskauer Rose LLP, solelybut Proskauer Rose LLP represents only Vertical Ventures, and not between the Company and the Purchasers collectively and not between and among the PurchasersLLC.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder this Agreement. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Purchaser pursuant hereto or theretoto this Agreement, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documentsthis Agreement. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersAgreement.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Documentother agreement or instrument contemplated hereby, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as as, and the Company acknowledges that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) or entity with respect to such obligations or the transactions contemplated hereby or thereby or any matters, and the Company acknowledges that the Purchasers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated hereby or thereby. The decision of each Purchaser to purchase Notes has been made by the Transaction Documentssuch Purchaser independently of any other Purchaser. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with such Purchaser making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its such Purchaser’s investment in the securities Notes or enforcing its rights under hereunder. The Company and each Purchaser confirms that each Purchaser has independently participated with the Transaction DocumentsCompany in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Purchaser 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 DocumentsNotes, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each use of a single agreement to effectuate the purchase and sale of the Purchasers has been provided with Notes contemplated hereby was solely in the same Registration Rights Agreement control of the Company, not the action or decision of any Purchaser, and was done solely for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in the Notes is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement and with respect to the Rights Offering and the Standby Offering are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder this Agreement or with respect to the Rights Offering or the Standby Offering. The decision of each Purchaser to purchase Securities shares of Class B Common Stock pursuant to this Agreement or in the Transaction Documents Rights Offering or the Standby Offering has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Documentthis Agreement, and no action taken by any Purchaser pursuant hereto thereto or theretowith respect to the Rights Offering or the Standby Offering, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by this Agreement or the Transaction DocumentsRights Offering or the Standby Offering. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, including the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding or action for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels have chosen to communicate with the Company through Xxxxxxx Procter LLP, counsel to Northland Securities Inc.. Each Purchaser acknowledges that Xxxxxxx Procter LLP has rendered legal advice to Northland Securities Inc. and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. Each Purchaser also acknowledges that Xxxxxx & Xxxxxx LLP has rendered legal advice to the Company and not such Purchaser. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each under any Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsDocument. Nothing contained herein or in any other Purchaser Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges confirms that no other Purchaser it has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment independently participated in the securities or enforcing negotiation of the transactions contemplated hereby with the advice of its rights under the Transaction Documentsown counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company Each Purchaser (other than WRHE) hereby agrees and acknowledges that each (a) Wxxxxx X. Garden, P.C. was retained solely by WRHE in connection with its due diligence review of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively preparation, negotiation, execution, delivery and performance of this Agreement and the other Transaction Documents and the transactions contemplated thereunder, and in such capacity has provided legal services solely to WRHE, (b) Wxxxxx X. Garden, P.C. has not between represented, nor will it represent, any Purchaser (other than WRHE) in connection with the preparation, negotiation, execution, delivery and among performance of this Agreement or the Purchasersother Transaction Documents or the transactions contemplated thereunder, and (c) each Purchaser (other than WRHE) should, if it wishes counsel with respect to the preparation, negotiation, execution, delivery and performance of this Agreement or the other Transaction Documents or the transactions contemplated thereunder, retain its own independent counsel with respect thereto.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each the Purchaser to purchase Securities Series C Preferred Shares pursuant to the Transaction Documents has been made by such the Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no neither the Purchaser and nor any of its agents officers, directors, managers, members, partners, investors, agents, employees or employees investment advisers shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each The Purchaser acknowledges that no other Purchaser has acted as agent for such the Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such the Purchaser in connection with monitoring its investment in the securities Series C Preferred Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.26 / STKR 2004 Exhibit 99.4

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels may choose to communicate with the Company through Mintz, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C., counsel to the Placement Agents. Each Purchaser acknowledges that Xxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. has rendered legal advice to the Placement Agents and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement the Transaction Documents are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the under any Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsDocument. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as as, and the Guarantor and the Issuer acknowledge that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (includingor entity, without limitationand the Guarantors and the Issuer shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Guarantors and the Issuer acknowledge that the Purchasers are not acting in concert or as a “group” within , and the meaning of Section 13(d)(3) of Guarantors and the Exchange Act) Issuer shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with such Purchaser making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its such Purchaser’s investment in the securities Securities or enforcing its rights under the Transaction Documents. The Guarantors, the Issuer and each Purchaser confirm that each Purchaser has independently participated with the Issuer and its subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Purchaser 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 any Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in each Transaction Document is between the Company Guarantors, the Issuer and a Purchaser, solely, and not between the Company Guarantors, the Issuer and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunder, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents Agreements has been made by such Purchaser independently of any other Purchaser 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 Subsidiary subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction DocumentAgreement, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsAgreement. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction DocumentsAgreements. Each Purchaser 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 DocumentsAgreements, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, individually and not between in the Company and the Purchasers collectively aggregate, and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsunder this Agreement. Nothing contained herein or in any Transaction Documentherein, and no action taken by any Purchaser pursuant hereto or theretohereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documentsthis Agreement. Each Purchaser acknowledges confirms that no other Purchaser it has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment independently participated in the securities or enforcing negotiation of the transaction contemplated hereby with the advice of its rights under the Transaction Documentsown counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers. In witness whereof, the foregoing Warrant Purchase Agreement is hereby executed as of the date first above written. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: President and Chief Executive Officer In witness whereof, the foregoing Warrant Purchase Agreement is hereby executed as of the date first above written. Name of Investor By: Name: Title: Investment Amount (# warrants): Investment Amount ($ @ $0.00001/warrant share): Tax Identification No.: Jurisdiction of Organization: Jurisdiction of Principal Place of Operations: Address for Notice: Attention: Telephone: Facsimile: E-mail: Delivery Instructions (if different from above): Attention: Telephone: NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO EITHER AN EFFECTIVE REGISTRATION STATEMENT OR RULE 144 UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT. Warrant No. ___ Original Issue Date: August [●], 2015 Accelerize Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, [______________________] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [____________] shares of Common Stock (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”), at any time and from time to time from and after the Original Issue Date and through and including [__________________], 2020 (the “Expiration Date”), and subject to the following terms and conditions:

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels have chosen to communicate with the Company through Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel to the Company. Each Purchaser acknowledges that each of the Purchasers Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested rendered legal advice to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solelynot to such Purchaser in connection with the transactions contemplated hereby, and not between that each such Purchaser has relied for such matters on the Company and the Purchasers collectively and not between and among the Purchasersadvice of its own respective counsel.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels have chosen to communicate with the Company through Xxxxxx & Xxxxxxx LLP, counsel to the Placement Agent. Each Purchaser acknowledges that Xxxxxx & Xxxxxxx LLP has rendered legal advice to the Placement Agent and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. Each Purchaser also acknowledges that Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. has rendered legal advice to the Company and not such Purchaser. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Documentother agreement or instrument contemplated hereby, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as as, and the Company acknowledges that the Purchasers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) or entity with respect to such obligations or the transactions contemplated hereby or thereby or any matters, and the Company acknowledges that the Purchasers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated hereby or thereby. The decision of each Purchaser to purchase Units has been made by the Transaction Documentssuch Purchaser independently of any other Purchaser. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with such Purchaser making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its such Purchaser’s investment in the securities Units or enforcing its rights under hereunder. The Company and each Purchaser confirms that each Purchaser has independently participated with the Transaction DocumentsCompany in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Purchaser 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 DocumentsUnits, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each use of a single agreement to effectuate the purchase and sale of the Purchasers has been provided with Units contemplated hereby was solely in the same Registration Rights Agreement control of the Company, not the action or decision of any Purchaser, and was done solely for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in the Units is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The -------------------------------------------------------- obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities Shares pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction DocumentsDocument. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no other Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser (other than those Purchasers that are affiliates of each other) to purchase Securities the Common Shares pursuant to the Transaction Documents has been made by such Purchaser independently of any other non-affiliated Purchaser 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 Subsidiary Bank, which may have been made or given by any other non-affiliated Purchaser or by any agent or employee of any other non-affiliated Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (includinggroup, without limitation, a “group” within and the meaning of Section 13(d)(3) of the Exchange Act) Bank will not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges (other than those Purchasers that are affiliates of each other) confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors and no other non-affiliated Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no non-affiliated Purchaser will be acting as agent of such Purchaser (and its affiliates) in connection with monitoring its investment in the securities Common Shares or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each the Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderthird party purchaser of the Company’s securities, and no the Purchaser shall not be responsible in any way for the performance of the obligations of any other Purchaser hereunderthird party purchaser. The decision of each the Purchaser to purchase the Offered Securities pursuant to the Transaction Documents this Agreement has been made by such the Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsthird party purchaser. Nothing contained herein or in any Transaction Documentagreement of any such third party purchaser, and no action taken by any Purchaser pursuant hereto or any third party purchaser pursuant thereto, shall be deemed to constitute the Purchasers Purchaser and any third party purchaser as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are Purchaser is in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with third party purchasers with respect to such obligations or the transactions contemplated by the Transaction Documentsany matters. Each The Purchaser acknowledges that no other Purchaser third party purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser third party purchaser will be acting as agent of such the Purchaser in connection with monitoring its investment in the securities Offered Securities and Underlying Common Stock or enforcing its rights under the Transaction Documentsthis Agreement. Each The Purchaser shall be entitled to independently protect and enforce its rights, including, including without limitation, limitation the rights arising out of this Agreement or out of the other Transaction DocumentsAgreement, and it shall not be necessary for any other Purchaser third party purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges To the extent that each any such third party purchasers purchase the same or similar securities as the Purchaser hereunder or on the same or similar terms and conditions pursuant to the same or similar documents, all such matters are solely in the control of the Purchasers has been provided with Company, not the same Registration Rights Agreement action or decision of the Purchaser, and would be solely for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by the Purchaser or any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchaserssuch third party purchaser.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels have chosen to communicate with the Company through Xxxxxx LLP, counsel to the Placement Agent. Each Purchaser acknowledges that Xxxxxx LLP has rendered legal advice to the Placement Agent and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each the Purchaser under this Agreement or any Related Documents are several and not joint with the obligations of any other Purchaser hereunderthird party purchaser of the Seller's securities, and no the Purchaser shall not be responsible in any way for the performance of the obligations of any other third party purchaser. Each of the Purchaser hereunder. The and the Seller agrees and acknowledges that (1) the decision of each the Purchaser to purchase Securities the Preferred Stock and the Warrant pursuant to this Agreement has been made (and the decision of the Purchaser to purchase the Warrant Shares pursuant to the Transaction Documents has been made terms of the Warrant will be made) by such the Purchaser independently of any other Purchaser 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 third party purchasers of the Company or any Subsidiary which may Seller's securities and (ii) no other third party purchasers of the Seller's securities have been made or given by any acted as agent for the Purchaser in connection with the Purchaser making its investment hereunder and that no such other third party purchasers will be acting as agent of the Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of in connection with monitoring its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsinvestment hereunder. Nothing contained herein or in any Transaction DocumentRelated Documents or any other agreements with any third party purchaser, and no action taken by any the Purchaser pursuant hereto or any third party purchaser pursuant thereto, shall be deemed to constitute the Purchasers Purchaser or any third party purchaser as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers Purchaser and any third party purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documentssuch agreement. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities or enforcing its rights under the Transaction Documents. Each The Purchaser 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 Related Documents, and it shall not be necessary for any other Purchaser third party purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges To the extent that each any such third party purchasers purchase the same or similar securities as the Purchaser hereunder or on the same or similar terms and conditions or pursuant to the same or similar documents, all such matters are solely in the control of the Purchasers has been provided Seller, not the action or decision of the Purchaser and are not done with the same Registration Rights Agreement knowledge of the Purchaser hereunder, and would be solely for the purpose convenience of closing a transaction with multiple Purchasers the Seller and not because it was required or requested to do so by the Purchaser or any Purchasersuch other third party purchaser. It is expressly understood The Purchaser represents that each provision contained it has been represented by legal counsel in its review and negotiation of this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.Related Documents. [Signature Page Follows]

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers. Each Purchaser acknowledges it has relied on the advice of its own respective counsel in connection with making its investment decision.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase Securities pursuant to the under any Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinionsDocument. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, with respect to such obligations or the transactions contemplated by the Transaction Documents and the Corporation acknowledges that the Purchasers are not acting in concert or as a “group” within the meaning of Section 13(d)(3) of the Exchange Act) group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges confirms that no other Purchaser it has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment independently participated in the securities or enforcing negotiation of the transaction contemplated hereby with the advice of its rights under the Transaction Documentsown counsel and advisors. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the any other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges that each of If the Purchasers has been provided with foregoing correctly sets forth the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is agreement between the Company Corporation and a the Purchaser, solelyplease indicate your acceptance in the space provided for that purpose below. Very truly yours, PROVIDENT BANKSHARES CORPORATION By: Name: Xxxx X. Xxxxxx Title: Chairman and not between Chief Executive Officer PURCHASER NAME No. of Shares to be Purchased $ Price per Share By: Date: Name: Title: Exact Name for Registration of Shares: Registered Address: Mailing Address: Contact Person: Telephone: Facsimile: Email: Number of Shares Owned of Record or Beneficially Prior to Purchase: * Provide details regarding the Company and the Purchasers collectively and not between and among the Purchasers.nature of any direct or indirect beneficial ownership: Provide information regarding any affiliation or business relationship you have or had with Provident Bankshares Corporation since January 1, 2004 (other than through stock ownership): $ TOTAL $

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities any Series B Preferred, Warrant, Conversion Share or Warrant Share pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 the Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and or any of its agents or employees shall have any liability to any other Purchaser (or any other Personperson) relating to or arising from any such information, materials, statement statements or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities any Series B Preferred, Warrant, Conversion Share or Warrant Share or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. The Company acknowledges Each Purchaser represents that each of the Purchasers it has been provided with the same Registration Rights Agreement for the purpose represented by its own separate legal counsel in its review and negotiations of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the PurchasersTransaction Documents.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement any Transaction Document are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder any Transaction Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(3) of the Exchange Act) with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, 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 Purchaser to be joined as an additional party in any Proceeding proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsels have chosen to communicate with the Company through Xxxxxx & Xxxxxxx LLP, counsel to the Placement Agents. Each Purchaser acknowledges that Xxxxxx & Xxxxxxx LLP has rendered legal advice to the Placement Agents and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters on the advice of its own respective counsel. Each Purchaser also acknowledges that Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. has rendered legal advice to the Company and not such Purchaser. The Company acknowledges that each of the has elected to provide all Purchasers has been provided with the same Registration Rights Agreement terms and Transaction Documents for the purpose convenience of closing a transaction with multiple Purchasers the Company and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser hereunderPurchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunderunder this Agreement. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents this Agreement has been made by such Purchaser independently of any other Purchaser 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 Subsidiary which may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group (including, without limitation, a “group” within the meaning of Section 13(d)(313(d) of the Exchange Act or otherwise), or are deemed affiliates (as such term is defined under the Exchange Act) with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including the Transaction Documentsrights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser acknowledges (i) that it is not relying upon any Person other than the Company and its officers and directors, in making its investment or decision to invest in the Company and (ii) no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the securities Securities or enforcing its rights under the Transaction Documentshereunder. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be entitled liable 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 Purchaser for any action heretofore or hereafter taken or omitted to be joined as an additional party taken by any of them in any Proceeding for such purposeconnection with the purchase of the Securities. The Company acknowledges that each of the Purchasers investors has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.