CONNECTION WITH ANY SUCH PROCEEDING SEEKING SPECIFIC
PERFORMANCE.
PAYMENT SET ASIDE.
TO THE EXTENT THAT THE COMPANY MAKES A PAYMENT OR PAYMENTS
TO ANY PURCHASER HEREUNDER OR PURSUANT TO THE WARRANTS, OR ANY PURCHASER
ENFORCES OR EXERCISES ITS RIGHTS HEREUNDER OR THEREUNDER, AND SUCH PAYMENT OR
PAYMENTS OR THE PROCEEDS OF SUCH ENFORCEMENT OR EXERCISE OR ANY PART THEREOF ARE
SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET ASIDE,
RECOVERED FROM, DISGORGED BY OR ARE REQUIRED TO BE REFUNDED, REPAID OR OTHERWISE
RESTORED TO THE COMPANY BY A TRUSTEE, RECEIVER OR ANY OTHER PERSON UNDER ANY LAW
(INCLUDING, WITHOUT LIMITATION, ANY BANKRUPTCY LAW, STATE OR FEDERAL LAW, COMMON
LAW OR EQUITABLE CAUSE OF ACTION), THEN TO THE EXTENT OF ANY SUCH RESTORATION
THE OBLIGATION OR PART THEREOF ORIGINALLY INTENDED TO BE SATISFIED SHALL BE
REVIVED AND CONTINUED IN FULL FORCE AND EFFECT AS IF SUCH PAYMENT HAD NOT BEEN
MADE OR SUCH ENFORCEMENT OR SETOFF HAD NOT OCCURRED.
ADJUSTMENTS IN SHARE NUMBERS AND PRICES.
IN THE EVENT OF ANY STOCK SPLIT,
SUBDIVISION, DIVIDEND OR DISTRIBUTION PAYABLE IN SHARES OF COMMON STOCK (OR
OTHER SECURITIES OR RIGHTS CONVERTIBLE INTO, OR ENTITLING THE HOLDER THEREOF TO
RECEIVE DIRECTLY OR INDIRECTLY SHARES OF COMMON STOCK), COMBINATION OR OTHER
SIMILAR RECAPITALIZATION OR EVENT OCCURRING AFTER THE DATE HEREOF, EACH
REFERENCE IN ANY TRANSACTION DOCUMENT TO A NUMBER OF SHARES OR A PRICE PER SHARE
SHALL BE AMENDED TO APPROPRIATELY ACCOUNT FOR SUCH EVENT.
INDEPENDENT NATURE OF THE PURCHASERS' OBLIGATIONS AND RIGHTS.
THE OBLIGATIONS
OF THE PURCHASERS UNDER THE TRANSACTION DOCUMENTS ARE SEVERAL AND NOT JOINT WITH
THE OBLIGATIONS OF ANY OTHER THIRD PARTY PURCHASER OF THE COMPANY'S SECURITIES,
AND THE PURCHASERS SHALL NOT BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF
THE OBLIGATIONS OF ANY OTHER THIRD PARTY PURCHASER.
EACH OF THE PURCHASERS AND
THE COMPANY AGREE AND ACKNOWLEDGE THAT (I) THE DECISION OF THE PURCHASERS TO
PURCHASE THE SECURITIES PURSUANT TO THIS AGREEMENT HAS BEEN MADE BY THE
PURCHASERS INDEPENDENTLY OF ANY OTHER THIRD PARTY PURCHASERS OF THE COMPANY'S
SECURITIES AND (II) NO OTHER THIRD PARTY PURCHASERS OF THE COMPANY'S SECURITIES
HAVE ACTED AS AGENT FOR EITHER OF THE PURCHASERS IN CONNECTION WITH THE
PURCHASERS MAKING THEIR INVESTMENT HEREUNDER AND THAT NO SUCH OTHER THIRD PARTY
PURCHASERS WILL BE ACTING AS AGENT OF EITHER OF THE PURCHASERS IN CONNECTION
WITH MONITORING ITS INVESTMENT HEREUNDER. NOTHING CONTAINED HEREIN OR IN ANY
TRANSACTION DOCUMENT OR ANY AGREEMENT OF ANY SUCH OTHER THIRD PARTY PURCHASER,
AND NO ACTION TAKEN BY
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EITHER OF THE PURCHASERS PURSUANT HERETO OR ANY OTHER THIRD PARTY PURCHASER
PURSUANT THERETO, SHALL BE DEEMED TO CONSTITUTE EITHER OF THE PURCHASERS OR ANY
OTHER THIRD PARTY PURCHASERS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE
OR ANY OTHER KIND OF ENTITY, OR CREATE A PRESUMPTION THAT THE PURCHASERS AND ANY
OTHER THIRD PARTY PURCHASER ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP WITH
RESPECT TO ANY MATTERS. EACH OF THE PURCHASERS SHALL BE ENTITLED TO
INDEPENDENTLY PROTECT