OF AND BE
ENFORCEABLE BY EACH PERSON WHO SHALL BE A HOLDER OF THE SECURITIES FROM TIME TO
TIME.
THE
20
Purchaser may assign and/or grant participations (in whole or in part) in this
Agreement and the other Transaction Documents.
8.4
ENTIRE AGREEMENT.
THIS AGREEMENT, THE
EXHIBITS AND SCHEDULES HERETO, THE OTHER TRANSACTION DOCUMENTS AND THE OTHER
DOCUMENTS DELIVERED PURSUANT HERETO CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING
AND AGREEMENT BETWEEN THE PARTIES WITH REGARD TO THE SUBJECTS HEREOF, INCLUDING,
BUT NOT LIMITED TO, THE PURCHASE AND SALE OF THE NOTE AND WARRANT AND THE
SUBSEQUENT ISSUANCE OF THE CONVERSION SHARES AND THE WARRANT SHARES.
NO PARTY
SHALL BE LIABLE OR BOUND TO ANY OTHER IN ANY MANNER BY ANY REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS EXCEPT AS SPECIFICALLY SET FORTH HEREIN AND
THEREIN.
THE PURCHASER SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR
WARRANTY TO THE COMPANY OTHER THAN AS EXPRESSLY MADE BY THE PURCHASER IN SECTION
3 HEREOF.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND NOTWITHSTANDING
ANY OTHERWISE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE PURCHASER IN
SECTION 3 HEREOF, THE PURCHASER MAKES NO REPRESENTATION OR WARRANTY TO THE
COMPANY WITH RESPECT TO THE TIMING OR THE MANNER IN WHICH THE COMPANY'S COMMON
STOCK WILL BE SOLD.
8.5
SEVERABILITY.
IN CASE ANY PROVISION OF THE
AGREEMENT SHALL BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR
IMPAIRED THEREBY.
8.6
AMENDMENT AND WAIVER.
(A)
THIS AGREEMENT MAY BE AMENDED OR MODIFIED
ONLY UPON THE WRITTEN CONSENT OF THE COMPANY AND THE PURCHASER.
(B)
THE OBLIGATIONS OF THE COMPANY AND THE
RIGHTS OF THE PURCHASER UNDER THIS AGREEMENT MAY BE WAIVED ONLY WITH THE WRITTEN
CONSENT OF THE PURCHASER.
8.7
DELAYS OR OMISSIONS.
IT IS AGREED THAT NO
DELAY OR OMISSION TO EXERCISE ANY RIGHT, POWER OR REMEDY ACCRUING TO ANY PARTY,
UPON ANY BREACH, DEFAULT OR NON-COMPLIANCE BY ANOTHER PARTY UNDER THIS AGREEMENT
OR THE TRANSACTION DOCUMENTS, SHALL IMPAIR ANY SUCH RIGHT, POWER OR REMEDY, NOR
SHALL IT BE CONSTRUED TO BE A WAIVER OF ANY SUCH BREACH, DEFAULT OR
NONCOMPLIANCE, OR ANY ACQUIESCENCE THEREIN, OR OF OR IN ANY SIMILAR BREACH,
DEFAULT OR NONCOMPLIANCE THEREAFTER OCCURRING.
ALL REMEDIES, EITHER UNDER THIS
AGREEMENT, THE NOTE, THE WARRANT OR THE OTHER TRANSACTION DOCUMENTS, BY LAW OR
OTHERWISE AFFORDED TO ANY PARTY, SHALL BE CUMULATIVE AND NOT ALTERNATIVE.
8.8
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED EFFECTIVELY GIVEN: (A) UPON
PERSONAL DELIVERY TO THE PARTY TO BE NOTIFIED, (B) WHEN SENT BY CONFIRMED
FACSIMILE IF SENT DURING NORMAL BUSINESS HOURS OF THE RECIPIENT, IF NOT, THEN ON
THE NEXT BUSINESS DAY, (C) FIVE DAYS AFTER HAVING BEEN SENT BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR (D) ONE DAY AFTER
DEPOSIT WITH A NATIONALLY RECOGNIZED OVERNIGHT COURIER, SPECIFYING NEXT DAY
DELIVERY, WITH WRITTEN VERIFICATION OF RECEIPT.
ALL COMMUNICATIONS SHALL BE
SENT TO THE COMPANY AT