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.
5.17
INDEPENDENT NATURE OF INVESTORS' OBLIGATIONS AND
RIGHTS.
THE OBLIGATIONS OF EACH INVESTOR UNDER ANY TRANSACTION DOCUMENT ARE
SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER INVESTOR, AND NO
INVESTOR SHALL BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS
OF ANY OTHER INVESTOR UNDER ANY TRANSACTION DOCUMENT.
THE DECISION OF EACH
INVESTOR TO PURCHASE SECURITIES PURSUANT TO THE TRANSACTION DOCUMENTS HAS BEEN
MADE BY SUCH INVESTOR INDEPENDENTLY OF ANY OTHER INVESTOR.
NOTHING CONTAINED
HEREIN OR IN ANY TRANSACTION DOCUMENT, AND NO ACTION TAKEN BY ANY INVESTOR
PURSUANT THERETO, SHALL BE DEEMED TO CONSTITUTE THE INVESTORS AS A PARTNERSHIP,
AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE INVESTORS ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP
WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS.
EACH INVESTOR
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ACKNOWLEDGES THAT NO OTHER INVESTOR HAS ACTED AS AGENT FOR SUCH INVESTOR IN
CONNECTION WITH MAKING ITS INVESTMENT HEREUNDER AND THAT NO INVESTOR WILL BE
ACTING AS AGENT OF SUCH INVESTOR IN CONNECTION WITH MONITORING ITS INVESTMENT IN
THE SECURITIES OR ENFORCING ITS RIGHTS UNDER THE TRANSACTION DOCUMENTS.
EACH
INVESTOR SHALL BE ENTITLED TO INDEPENDENTLY PROTECT AND ENFORCE ITS RIGHTS,
INCLUDING WITHOUT LIMITATION THE RIGHTS ARISING OUT OF THIS AGREEMENT OR OUT OF
THE OTHER TRANSACTION DOCUMENTS, AND IT SHALL NOT BE NECESSARY FOR ANY OTHER
INVESTOR TO BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH
PURPOSE.
THE COMPANY ACKNOWLEDGES THAT EACH OF THE INVESTORS HAS BEEN PROVIDED
WITH THE SAME TRANSACTION DOCUMENTS FOR THE PURPOSE OF CLOSING A TRANSACTION
WITH MULTIPLE INVESTORS AND NOT BECAUSE IT WAS REQUIRED OR REQUESTED TO DO SO BY
ANY INVESTOR.
5.18
LIMITATION OF LIABILITY.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, THE COMPANY ACKNOWLEDGES AND AGREES THAT THE
LIABILITY OF AN INVESTOR ARISING DIRECTLY OR INDIRECTLY, UNDER ANY TRANSACTION
DOCUMENT OF ANY AND EVERY NATURE WHATSOEVER SHALL BE SATISFIED SOLELY OUT OF THE
ASSETS OF SUCH INVESTOR, AND THAT NO TRUSTEE, OFFICER, OTHER INVESTMENT VEHICLE
OR ANY OTHER AFFILIATE OF SUCH INVESTOR OR ANY INVESTOR, SHAREHOLDER OR HOLDER
OF SHARES OF BENEFICIAL INTEREST OF SUCH A INVESTOR SHALL BE PERSONALLY LIABLE
FOR ANY LIABILITIES OF SUCH INVESTOR.
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SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be
duly executed by their respective authorized signatories as of the date first
indicated above.
MEDICALCV, INC.
By:
/s/ Marc P. Flores
Name: Marc P. Flores
Title: President and Chief Executive Officer
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SIGNATURE PAGES FOR INVESTORS FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be