IN TWO
OR MORE COUNTERPARTS, ALL OF WHICH WHEN TAKEN TOGETHER SHALL BE CONSIDERED ONE
AND THE SAME AGREEMENT AND SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN
SIGNED BY EACH PARTY AND DELIVERED TO THE OTHER PARTY, IT BEING UNDERSTOOD THAT
BOTH PARTIES NEED NOT SIGN THE SAME COUNTERPART. IN THE EVENT THAT ANY SIGNATURE
IS DELIVERED BY FACSIMILE TRANSMISSION OR BY E-MAIL DELIVERY OF A ".PDF" FORMAT
DATA FILE, SUCH SIGNATURE SHALL CREATE A VALID AND BINDING OBLIGATION OF THE
PARTY EXECUTING (OR ON WHOSE BEHALF SUCH SIGNATURE IS EXECUTED) WITH THE SAME
FORCE AND EFFECT AS IF SUCH FACSIMILE OR ".PDF" SIGNATURE PAGE WERE AN ORIGINAL
THEREOF.
5.12
SEVERABILITY. IF ANY TERM, PROVISION, COVENANT OR
RESTRICTION OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE
INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS,
COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED, AND THE PARTIES
HERETO SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO FIND AND EMPLOY AN
ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS THAT
CONTEMPLATED BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION. IT IS HEREBY
STIPULATED AND DECLARED TO BE THE INTENTION OF THE PARTIES THAT THEY WOULD HAVE
EXECUTED THE REMAINING TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT
INCLUDING ANY OF SUCH THAT MAY BE HEREAFTER DECLARED INVALID, ILLEGAL, VOID OR
UNENFORCEABLE.
5.13
RESCISSION AND WITHDRAWAL RIGHT. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN (AND WITHOUT LIMITING ANY SIMILAR
PROVISIONS OF) ANY OF THE OTHER TRANSACTION DOCUMENTS, WHENEVER ANY PURCHASER
EXERCISES A RIGHT, ELECTION, DEMAND OR OPTION UNDER A TRANSACTION DOCUMENT AND
THE COMPANY DOES NOT TIMELY PERFORM ITS RELATED OBLIGATIONS WITHIN THE PERIODS
THEREIN PROVIDED, THEN SUCH PURCHASER MAY RESCIND OR WITHDRAW, IN ITS SOLE
DISCRETION FROM TIME TO TIME, PRIOR TO SUCH PURCHASER'S ACTUAL RECEIPT OF THE
COMPANY'S PERFORMANCE OF ITS RELATED OBLIGATIONS, UPON WRITTEN NOTICE TO THE
COMPANY, ANY RELEVANT NOTICE, DEMAND OR ELECTION IN WHOLE OR IN PART WITHOUT
PREJUDICE TO ITS FUTURE ACTIONS AND RIGHTS; PROVIDED, HOWEVER, THAT IN THE CASE
OF A RESCISSION OF A CONVERSION OF A DEBENTURE OR EXERCISE OF A WARRANT, THE
PURCHASER SHALL BE REQUIRED TO RETURN ANY SHARES OF COMMON STOCK DELIVERED IN
CONNECTION WITH ANY SUCH RESCINDED CONVERSION OR EXERCISE NOTICE.
5.14
REPLACEMENT OF SECURITIES. IF ANY CERTIFICATE OR
INSTRUMENT EVIDENCING ANY SECURITIES IS MUTILATED, LOST, STOLEN OR DESTROYED,
THE COMPANY SHALL ISSUE OR CAUSE TO BE ISSUED IN EXCHANGE AND SUBSTITUTION FOR
AND UPON CANCELLATION THEREOF (IN THE CASE OF MUTILATION), OR IN LIEU OF AND
SUBSTITUTION THEREFOR, A NEW CERTIFICATE OR INSTRUMENT, BUT ONLY UPON RECEIPT OF
EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY OF SUCH LOSS, THEFT OR
DESTRUCTION. THE APPLICANT FOR A NEW CERTIFICATE OR INSTRUMENT UNDER SUCH
CIRCUMSTANCES SHALL ALSO PAY ANY REASONABLE THIRD-PARTY COSTS (INCLUDING
CUSTOMARY INDEMNITY) ASSOCIATED WITH THE ISSUANCE OF SUCH REPLACEMENT
SECURITIES.
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5.15
REMEDIES. IN ADDITION TO BEING ENTITLED