BY ANY PURCHASER PURSUANT 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 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 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. THE COMPANY'S OBLIGATIONS TO
EACH PURCHASER UNDER THIS AGREEMENT 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.
6.18
TERMINATION. THIS AGREEMENT MAY BE TERMINATED AND THE SALE AND
PURCHASE OF THE SHARES AND THE WARRANTS ABANDONED AT ANY TIME PRIOR TO THE
CLOSING BY EITHER THE COMPANY OR ANY PURCHASER (WITH RESPECT TO ITSELF ONLY)
UPON WRITTEN NOTICE TO THE OTHER, IF THE CLOSING HAS NOT BEEN CONSUMMATED ON OR
PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON THE OUTSIDE DATE; PROVIDED, HOWEVER,
THAT THE RIGHT TO TERMINATE THIS AGREEMENT UNDER THIS SECTION 6.18 SHALL NOT BE
AVAILABLE TO ANY PERSON WHOSE FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THIS
AGREEMENT HAS BEEN THE CAUSE OF OR RESULTED IN THE FAILURE OF THE CLOSING TO
OCCUR ON OR BEFORE SUCH TIME. NOTHING IN THIS SECTION 6.18 SHALL BE DEEMED TO
RELEASE ANY PARTY FROM ANY LIABILITY FOR ANY BREACH BY SUCH PARTY OF THE TERMS
AND PROVISIONS OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS OR TO IMPAIR
THE RIGHT OF ANY PARTY TO COMPEL SPECIFIC PERFORMANCE BY ANY OTHER PARTY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS. IN THE
EVENT OF A TERMINATION PURSUANT TO THIS SECTION, THE COMPANY SHALL PROMPTLY
NOTIFY ALL NON-TERMINATING PURCHASERS. UPON A TERMINATION IN ACCORDANCE WITH
THIS SECTION, THE COMPANY AND THE TERMINATING PURCHASER(S) SHALL NOT HAVE ANY
FURTHER OBLIGATION OR LIABILITY (INCLUDING ARISING FROM SUCH TERMINATION) TO THE
OTHER, AND NO PURCHASER WILL HAVE ANY LIABILITY TO ANY OTHER PURCHASER UNDER THE
TRANSACTION DOCUMENTS AS A RESULT THEREFROM.
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IN WITNESS WHEREOF, the