SIGNATURE
SHALL BE CONSIDERED DUE EXECUTION AND SHALL BE BINDING UPON THE SIGNATORY
THERETO WITH THE SAME FORCE AND EFFECT AS IF THE SIGNATURE WERE AN ORIGINAL, NOT
A FACSIMILE SIGNATURE.
(C)
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE AND SHALL NOT FORM PART OF, OR AFFECT THE INTERPRETATION OF, THIS
AGREEMENT.
(D)
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE INVALID
OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY OR UNENFORCEABILITY SHALL
NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT IN
THAT JURISDICTION OR THE VALIDITY OR ENFORCEABILITY OF ANY PROVISION OF THIS
AGREEMENT IN ANY OTHER JURISDICTION.
(E)
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS SUPERSEDE ALL OTHER PRIOR ORAL OR WRITTEN AGREEMENTS
BETWEEN THE BUYERS, THE COMPANY, THEIR AFFILIATES AND PERSONS ACTING ON THEIR
BEHALF WITH RESPECT TO THE MATTERS DISCUSSED HEREIN, AND THIS AGREEMENT, THE
OTHER TRANSACTION DOCUMENTS AND THE INSTRUMENTS REFERENCED HEREIN AND THEREIN
CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS
COVERED HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR
THEREIN, NEITHER THE COMPANY NOR ANY BUYER MAKES ANY REPRESENTATION, WARRANTY,
COVENANT OR UNDERTAKING WITH RESPECT TO SUCH MATTERS.
NO PROVISION OF THIS
AGREEMENT MAY BE AMENDED OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED BY THE
COMPANY AND THE REQUIRED HOLDERS, AND ANY AMENDMENT TO THIS AGREEMENT MADE IN
CONFORMITY WITH THE PROVISIONS OF THIS SECTION 9(E) SHALL BE BINDING ON ALL
BUYERS AND HOLDERS OF SECURITIES, AS APPLICABLE.
NO PROVISION HEREOF MAY BE
WAIVED OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM
ENFORCEMENT IS SOUGHT.
NO SUCH AMENDMENT SHALL BE EFFECTIVE TO THE EXTENT THAT
IT APPLIES TO LESS THAN ALL OF THE HOLDERS OF THE APPLICABLE SECURITIES THEN
OUTSTANDING.
NO CONSIDERATION SHALL BE OFFERED OR PAID TO ANY PERSON TO AMEND
OR CONSENT TO A WAIVER OR MODIFICATION OF ANY PROVISION OF ANY OF THE
TRANSACTION DOCUMENTS UNLESS THE SAME CONSIDERATION ALSO IS OFFERED TO ALL OF
THE PARTIES TO THE TRANSACTION DOCUMENTS, HOLDERS OF COMMON SHARES OR HOLDERS OF
THE WARRANTS, AS THE CASE MAY BE.
THE COMPANY HAS NOT, DIRECTLY OR INDIRECTLY,
MADE ANY AGREEMENTS WITH ANY BUYERS RELATING TO THE TERMS OR CONDITIONS OF THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS EXCEPT AS SET FORTH IN
THE TRANSACTION DOCUMENTS.
WITHOUT LIMITING THE FOREGOING, THE COMPANY CONFIRMS
THAT,
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EXCEPT AS SET FORTH IN THIS AGREEMENT, NO BUYER HAS MADE ANY COMMITMENT OR
PROMISE OR HAS ANY OTHER OBLIGATION TO PROVIDE ANY FINANCING TO THE COMPANY OR
OTHERWISE.
(F)
NOTICES.
ANY NOTICES, CONSENTS, WAIVERS OR OTHER COMMUNICATIONS
REQUIRED OR PERMITTED TO BE GIVEN UNDER THE TERMS OF THIS AGREEMENT MUST BE IN
WRITING AND WILL BE DEEMED TO HAVE BEEN DELIVERED:
(I) UPON RECEIPT, WHEN
DELIVERED PERSONALLY; (II) UPON RECEIPT, WHEN SENT BY FACSIMILE (PROVIDED
CONFIRMATION OF TRANSMISSION IS MECHANICALLY OR ELECTRONICALLY GENERATED AND
KEPT ON FILE BY THE SENDING PARTY); OR (III) ONE BUSINESS