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

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Document. Nothing contained herein or in any other Note Document, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note Documents, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documentthis Agreement. Nothing contained herein or in any other Note Documentherein, and no action taken by any Holder pursuant hereto or theretohereto, shall be deemed to constitute the Holders as as, and the Company acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders 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 this Agreement and the Company acknowledges that the Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documentshereby. Each The Company acknowledges and each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document this Schedule are several and not joint with the obligations of any each other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documentthis Schedule. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documentsthis Schedule. Each Holder confirms acknowledges that it has independently participated no other Holder will be acting as agent of such Holder in the negotiation of the transaction contemplated hereby with the advice of enforcing its own counsel and advisorsrights under this Schedule. Each Holder 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 any other Note DocumentsSchedule, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding Proceeding for such purpose.. The Company acknowledges that each of the Holders has been provided with the same Schedule for the purpose of closing a transaction with multiple Holders and not because it was required or requested to do so by any Holder. ANNEX A

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document this Agreement are several and not joint with the obligations of any each other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documentthis Agreement. Nothing contained herein or in any other Note Transaction Document, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documentsthis Agreement or any other Transaction Document. Each Holder confirms acknowledges that it has independently participated no other Holder will be acting as agent of such Holder in the negotiation of the transaction contemplated hereby with the advice of enforcing its own counsel and advisorsrights under this Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding Proceeding for such purpose.. The Company acknowledges that each of the Holders has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Holders and not because it was required or requested to do so by any Holder. (signature page follows)

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsthis Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened, for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document are hereunder is several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsthis Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES TO FOLLOW]

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsthis Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The Holder who is a party to this Agreement, acknowledges that the Company is enetering into substantially identical agreements with other holders of the Company’s Registrable Securities; each such agreement being deemed a separate and independent agreement between the Company and such other Holders, except that each Holder acknowledges and consents to the rights granted to each other Holder under such agreements.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document this Agreement are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under hereunder. The decision of each Holder to purchase the Securities pursuant to its Subscription Agreement has been made independently of any Note Documentother Holder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documentsthis Agreement. Each Holder confirms acknowledges that it no other Holder has independently participated acted as agent for such Holder in connection with making its investment and that no Holder will be acting as agent of such Holder in connection with monitoring its investment in the negotiation of the transaction contemplated hereby with the advice of Securities or enforcing its own counsel and advisorsrights under this Agreement or any Subscription Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Note Documents. Each Holder confirms Company acknowledges that it has independently participated the Holders are not acting in concert or as a group, and the negotiation of the transaction contemplated hereby Company shall not asset any such claim, with the advice of its own counsel and advisorsrespect to such obligations or transactions. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.. ******************** (Signature Pages Follow)

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documentthis Agreement. Nothing contained herein or in any other Note Documentherein, and no action taken by any Holder pursuant hereto or theretohereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documentshereby. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder and under any Note Document the Registration Rights Agreement are several and not joint with the obligations of any other HolderHolder hereunder or thereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder or thereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment or the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsRegistration Rights Agreement. Each Holder 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 any other Note DocumentsAmendment and the Registration Rights Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.. ********************

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document Transaction Documents are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note DocumentTransaction Documents. Nothing contained herein or in any other Note DocumentTransaction Documents, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders Holder as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Transaction Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note Transaction Documents, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documentthis Agreement. Nothing contained herein or in any other Note Documentherein, and no action taken by any Holder pursuant hereto or theretohereto, shall be deemed to constitute the Holders Holder as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documentsthis Agreement. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsthis Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened, for such purpose.. [The remainder of the page is left blank]

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document are hereunder is several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Document, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders Holder s as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documentsthis Agreement. Each Holder confirms acknowledges that it no other Holder has independently participated acted as agent for such Holder in connection with this Agreement and that no other Holder will be acting as agent of such Holder in connection with monitoring its investment in the negotiation of the transaction contemplated hereby with the advice of Shares or enforcing its own counsel and advisorsrights under this Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documentthis Agreement. Nothing contained herein or in any other Note Transaction Document, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Transaction Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note Transaction Documents, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsthis Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.. * * * * * * * * * * * * * * * * * * * * 10

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder the Holders under any Note Document this Agreement are several and not joint with the obligations of any other Other Holder, and no Holder the Holders shall not be responsible in any way for the performance of the obligations of any other Other Holder under any Note DocumentOther Amendment. Nothing contained herein or in any other Note DocumentOther Amendment, and no action taken by any Holder the Holders pursuant hereto or theretohereto, shall be deemed to constitute the Holders and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any Other Amendment and the Note DocumentsIssuer acknowledges that the Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any Other Amendment. Each Holder confirms The Issuer and the Holders confirm that it the Holders has independently participated in the negotiation of the transaction transactions contemplated hereby with the advice of its own counsel and advisors. Each Holder The Holders shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of or, any other Note DocumentsOther Amendment, and it shall not be necessary for any other Other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each the undersigned Holder under any Note Document this Agreement are several and not joint with the obligations of any other Holder, and no Holder Investor shall not be responsible in any way for the performance of the obligations of any other Holder under any Note Documentthis Agreement. Nothing contained herein or in any other Note Documentthis Agreement, and no action taken by any the undersigned Holder pursuant hereto or theretohereto, shall be deemed to constitute the undersigned Holder and other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the undersigned Holder and other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement and Company acknowledges that the Note DocumentsHolders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Company and the undersigned Holder confirms confirm that it the undersigned Holder has independently participated in the negotiation of the transaction transactions contemplated hereby with the advice of its own counsel and advisors. Each The undersigned Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsthis Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.. * * * * * * * * * * * * * * * * * * * * 15

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

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Except as set forth herein whereby the Note Documents. Each Holder confirms that it has independently participated in the negotiation election of the transaction contemplated hereby with the advice Holders of its own counsel and advisors. Each a specified percentage of Registrable Securities shall bind all Holders, each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

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

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note DocumentHolder. Nothing contained herein or in any other Note Documentthis Agreement, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documentsthis Agreement. Each Holder confirms acknowledges that it no other Holder has independently participated acted as agent for such Holder in the negotiation connection with making its investment hereunder and that no other Holder will be acting as agent of the transaction contemplated hereby such Holder in connection with the advice of monitoring its own counsel and advisorsinvestment hereunder. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document this Agreement are several and not joint with the obligations of any each other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documentthis Agreement. Nothing contained herein or in any other Note Documentthe ECCA, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or the Note DocumentsECCA. Each Holder confirms acknowledges that it has independently participated no other Holder will be acting as agent of such Holder in the negotiation of the transaction contemplated hereby with the advice of enforcing its own counsel and advisorsrights under this Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding Proceeding for such purpose. The Company acknowledges that each of the Holders has been provided with the same Agreement for the purpose of closing a transaction with multiple Holders and not because it was required or requested to do so by any Holder.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Note Documents. Each Holder confirms Company acknowledges that it has independently participated the Holders are not acting in concert or as a group, and the negotiation of the transaction contemplated hereby Company shall not asset any such claim, with the advice of its own counsel and advisorsrespect to such obligations or transactions. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.. ********************

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documentthis Agreement. Nothing contained herein or in any other Note DocumentTransaction Document (as defined in the Purchase Agreement), and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Transaction Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note Transaction Documents, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documentsthis Agreement. Each Holder confirms The Purchaser acknowledges that it no other Purchaser has independently participated 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 negotiation of Shares and Warrants or enforcing its rights under the transaction contemplated hereby Purchase Agreement or any other agreement entered into in connection with the advice of its own counsel and advisorsPurchase Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including, including without limitation, the rights 18 arising out of this Agreement or out of any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document this Agreement are several and not joint with the obligations of any each other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documentthis Agreement. Nothing contained herein or in any other Note Documentthe Exchange Agreement, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or the Note DocumentsExchange Agreement. Each Holder confirms acknowledges that it has independently participated no other Holder will be acting as agent of such Holder in the negotiation of the transaction contemplated hereby with the advice of enforcing its own counsel and advisorsrights under this Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding Proceeding for such purpose. The Company acknowledges that each of the Holders has been provided with the same Agreement for the purpose of closing a transaction with multiple Holders and not because it was required or requested to do so by any Holder.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsthis Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.. ******************** Registration Rights Agreement, Lpath, _______ 2008

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documentsthis Agreement. Each Holder confirms acknowledges that it no other Holder has independently participated acted as agent for such Holder in connection with executing this Agreement and that no Holder will be acting as agent of such Holder in connection with monitoring the negotiation registration of the transaction contemplated hereby with the advice of Registrable Securities or enforcing its own counsel and advisorsrights under this Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding Proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Transaction Document are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Transaction Document. Nothing contained herein or in any other Note Transaction Document, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Transaction Documents and the Company acknowledges that the Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note Transaction Documents, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Consenting Holder under any Note Document this Agreement are several and not joint with the obligations of any other Consenting Holders or any other Holder of shares of Series B Preferred Stock (each, an “Other Holder”), and no Consenting Holder shall be responsible in any way for the performance of the obligations of any other Other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentherein, and no action taken by any a Consenting Holder pursuant hereto or theretohereto, shall be deemed to constitute the such Consenting Holder and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the such Consenting Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documentsthis Agreement. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Consenting Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note DocumentsAgreement, and it shall not be necessary for any other Other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement and the Company acknowledges that, to its knowledge, the Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsthis Agreement or any other Transaction Document. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.. *************************

Independent Nature of Holders’ Obligations and Rights. The obligations of each the Holder under any Note Document this Agreement are several and not joint with the obligations of any other HolderPerson, and no the Holder shall not be responsible in any way for the performance of the obligations of any other Holder under any Note Documentother agreement. Nothing contained herein or in any other Note Documentagreement, and no action taken by any the Holder pursuant hereto or theretohereto, shall be deemed to constitute the Holders Holder and other Persons as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders Holder and other Persons are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any other agreement and the Note DocumentsCompany acknowledges that, to the best of its knowledge, the Holder and the other Persons are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any other agreement. Each The Company and the Holder confirms confirm that it the Holder has independently participated in the negotiation of the transaction transactions contemplated hereby with the advice of its own counsel and advisors. Each The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note DocumentsAgreement, and it shall not be necessary for any other Holder Person to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each the Holder under any Note Document this Agreement are several and not joint with the obligations of any other Other Holder, and no the Holder shall not be responsible in any way for the performance of the obligations of any other Other Holder under any Note Documentother agreement (each, an “Other Agreement”). Nothing contained herein or in any other Note DocumentOther Agreement, and no action taken by any the Holder pursuant hereto or theretohereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any Other Agreement and the Note DocumentsCompany acknowledges that, to the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any Other Agreement. Each The Company and the Holder confirms confirm that it the Holder has independently participated in the negotiation of the transaction transactions contemplated hereby with the advice of its own counsel and advisors. Each The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note DocumentsAgreement, and it shall not be necessary for any other Other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each the Holder under any Note Document this Amendment are several and not joint with the obligations of any other Existing Buyer (each, an “Other Holder”), and no the Holder shall not be responsible in any way for the performance of the obligations of any other Other Holder under any Note Documentother agreement (each, an “Other Agreement”). Nothing contained herein or in any other Note DocumentOther Agreement, and no action taken by any the Holder pursuant hereto or theretohereto, shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment or any Other Agreement and the Note DocumentsCompany acknowledges that, to the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment or any Other Agreement. Each The Company and the Holder confirms confirm that it the Holder has independently participated in the negotiation of the transaction transactions contemplated hereby with the advice of its own counsel and advisors. Each The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Note DocumentsAmendment, and it shall not be necessary for any other Other Holder to be joined as an additional party in any proceeding for such purpose.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsthis Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ******************** IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. KNOBIAS, INC.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Note Documents. Each Holder confirms Company acknowledges that it has independently participated the Holders are not acting in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsconcert or as a group. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolders hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or theretohereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Note Documents. Each Holder confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisorsthis Agreement. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.. [SIGNATURE PAGE TO SETTLEMENT AND RELEASE AGREEMENT]

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under any Note Document hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under any Note Documenthereunder. Nothing contained herein or in any other Note Documentagreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Note Documents. Each Holder confirms Company acknowledges that it has independently participated the Holders are not acting in concert or as a group, and the negotiation of the transaction contemplated hereby Company shall not assert any such claim, with the advice of its own counsel and advisorsrespect to such obligations or transactions. Each Holder 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 any other Note DocumentsAgreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.such