OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN
SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT
THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE OR RULE OF
LAW.
ANY PROVISION HEREOF WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY
LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
HEREOF.
(D)
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT, THE OTHER
TRANSACTION DOCUMENTS AND THE INSTRUMENTS, DOCUMENTS AND SCHEDULES REFERENCED
HEREIN 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
9
COMPANY NOR ANY PURCHASER MAKES ANY REPRESENTATION, WARRANTY, COVENANT OR
UNDERTAKING WITH RESPECT TO SUCH MATTERS.
NO PROVISION OF THIS AGREEMENT MAY BE
WAIVED OR AMENDED OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED BY THE COMPANY
AND THE PURCHASER.
(E)
NOTICES.
ANY NOTICES REQUIRED OR PERMITTED TO BE GIVEN UNDER THE
TERMS OF THIS AGREEMENT SHALL BE SENT BY CERTIFIED OR REGISTERED MAIL (RETURN
RECEIPT REQUESTED) OR DELIVERED PERSONALLY OR BY COURIER (INCLUDING A RECOGNIZED
OVERNIGHT DELIVERY SERVICE) OR BY FACSIMILE TRANSMISSION AND SHALL BE EFFECTIVE
FIVE DAYS AFTER BEING PLACED IN THE MAIL, IF MAILED BY REGULAR UNITED STATES
MAIL, OR UPON RECEIPT, IF DELIVERED PERSONALLY OR BY COURIER (INCLUDING A
RECOGNIZED OVERNIGHT DELIVERY SERVICE) OR BY FACSIMILE TRANSMISSION, WITH
PRINTED CONFIRMATION OF RECEIPT, IN EACH CASE ADDRESSED TO A PARTY.
THE
ADDRESSES FOR SUCH COMMUNICATIONS SHALL BE:
If to the Company:
US Highland, Inc.
17424 South Union Avenue,
Mounds, OK 74047
Attention: Mr. John Fitzpatrick, CEO
Telephone: 918-296-9799
If to a Purchaser:
BROOKSTONE PARTNERS LLC
Each party shall provide notice to the other party of any change in address,
telephone or facsimile number.
(F)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND ASSIGNS.
NEITHER
THE COMPANY NOR ANY PURCHASER SHALL ASSIGN THIS AGREEMENT OR ANY RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER.
NOTWITHSTANDING THE FOREGOING, BUT SUBJECT TO THE PROVISIONS OF SECTION 2(G)
HEREOF, ANY PURCHASER MAY, WITHOUT THE CONSENT OF THE COMPANY, ASSIGN ITS RIGHTS
HEREUNDER TO ANY PERSON THAT PURCHASES SECURITIES IN A PRIVATE TRANSACTION FROM
A PURCHASER OR TO ANY OF ITS "AFFILIATES," AS THAT TERM IS DEFINED UNDER THE
EXCHANGE ACT.
(G)
THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS, AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON.
(H)
SURVIVAL; INDEMNIFICATION; LIMITATION ON LIABILITY.
(I)
THE REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE
COMPANY SET FORTH IN SECTIONS 2 AND 3 HEREOF SHALL SURVIVE FOR 18 MONTHS
FOLLOWING THE CLOSING DATE NOTWITHSTANDING ANY DUE DILIGENCE INVESTIGATION
CONDUCTED BY OR ON BEHALF OF THE PURCHASER OR THE COMPANY, AS APPLICABLE. THE
AGREEMENTS AND COVENANTS OF THE COMPANY SET FORTH IN SECTION 4