contained in this Agreement are made with the
intent that they may be relied upon by the Corporation in determining the
Subscriber's eligibility to purchase the Units and the Subscriber hereby agrees
to indemnify the Corporation against all losses, claims, costs, expenses and
damages or liabilities which it may suffer or incur caused or arising from its
reliance thereon. The Subscriber further agrees that by accepting the Units the
Subscriber shall be representing and warranting that the foregoing
representations and warranties are true as at the Closing Date with the same
force and effect as if they had been made by the Subscriber on the Closing Date
and that they shall survive the purchase by the Subscriber of the Units and
shall continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of any of the Units.
8.
MISCELLANEOUS.
8.1
THE SUBSCRIBER HEREBY AUTHORIZES THE
CORPORATION TO CORRECT ANY MINOR ERRORS IN, OR COMPLETE ANY MINOR INFORMATION
MISSING FROM ANY OF THE EXHIBITS RETURNED HEREWITH.
8.2
THE CORPORATION SHALL BE ENTITLED TO RELY ON
DELIVERY BY FACSIMILE MACHINE OF AN EXECUTED COPY OF THIS SUBSCRIPTION, AND
ACCEPTANCE BY THE CORPORATION OF SUCH FACSIMILE COPY SHALL BE EQUALLY EFFECTIVE
TO CREATE A VALID AND BINDING AGREEMENT BETWEEN THE SUBSCRIBER AND THE
CORPORATION IN ACCORDANCE WITH THE TERMS HEREOF.
8.3
WITHOUT LIMITATION, THIS SUBSCRIPTION AND
THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONDITIONAL UPON AND SUBJECT TO THE
CORPORATION RECEIVING EXCHANGE APPROVAL OF THIS SUBSCRIPTION AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
8.4
THIS AGREEMENT IS NOT ASSIGNABLE OR
TRANSFERABLE BY THE PARTIES HERETO WITHOUT THE EXPRESS WRITTEN CONSENT OF THE
OTHER PARTY HERETO.
8.5
TIME IS OF THE ESSENCE OF THIS AGREEMENT.
8.6
EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT AND IN THE AGREEMENTS, INSTRUMENTS AND OTHER DOCUMENTS CONTEMPLATED OR
PROVIDED FOR HEREIN, THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE UNITS AND THERE ARE NO OTHER TERMS, CONDITIONS,
REPRESENTATIONS OR WARRANTIES WHETHER EXPRESSED, IMPLIED, ORAL OR WRITTEN, BY
STATUTE, BY COMMON LAW, BY THE CORPORATION OR BY ANYONE ELSE.
8.7
THE PARTIES TO THIS AGREEMENT MAY AMEND THIS
AGREEMENT ONLY IN WRITING.
10
8.8
THIS AGREEMENT INURES TO THE BENEFIT OF AND
IS BINDING UPON THE PARTIES TO THIS AGREEMENT AND THEIR SUCCESSORS AND PERMITTED
ASSIGNS.
8.9
A PARTY TO THIS AGREEMENT WILL GIVE ALL
NOTICES TO OR OTHER WRITTEN COMMUNICATIONS WITH THE OTHER PARTY TO THIS
AGREEMENT CONCERNING THIS AGREEMENT BY HAND OR BY REGISTERED MAIL ADDRESSED TO
THE ADDRESS GIVEN ABOVE.
8.10
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
8.11
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE
REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN AND IN EACH
SUBSCRIBER CERTIFICATE, SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT AND
BE BINDING UPON THE CORPORATION AND THE SUBSCRIBER, NOTWITHSTANDING THE
COMPLETION OF THE PURCHASE OF THE UNITS BY THE SUBSCRIBER PURSUANT HERETO, THE
COMPLETION OF THE OFFERING AND ANY SUBSEQUENT DISPOSITION BY THE SUBSCRIBER OF