ADDRESS AS
SUCH INVESTOR MAY SPECIFY BY WRITTEN NOTICE TO THE COMPANY; OR
(B)
IF TO THE COMPANY, AT 322 EAST MAIN AVENUE,
BISMARCK, NORTH DAKOTA 58501, WITH A COPY TO JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P., 201 ST. CHARLES AVENUE, 51ST FLOOR, NEW ORLEANS,
LOUISIANA
70170, ATTENTION:
WILLIAM B. MASTERS, OR AT SUCH OTHER ADDRESS AS
THE COMPANY MAY SPECIFY BY WRITTEN NOTICE TO THE INVESTORS;
and each such notice, request, consent and other communication will for all
purposes of this Agreement be treated as being effective or having been given
when delivered, if delivered personally, or, if sent by mail, at the earlier of
its actual receipt or three (3) days after the same has been deposited in a
regularly maintained receptacle for the deposit of United States mail, addressed
and postage prepaid as aforesaid.
12.5
SEVERABILITY.
IF ANY ONE OR MORE OF THE
PROVISIONS OF THIS AGREEMENT OR OF ANY AGREEMENT ENTERED INTO PURSUANT TO THIS
AGREEMENT IS DETERMINED TO BE ILLEGAL OR UNENFORCEABLE, IT IS THE INTENTION OF
THE PARTIES HERETO THAT ALL OTHER PROVISIONS OF THIS AGREEMENT AND OF EACH OTHER
AGREEMENT ENTERED INTO PURSUANT TO THIS AGREEMENT SHOULD BE GIVEN EFFECT
SEPARATELY FROM THE PROVISION OR PROVISIONS DETERMINED TO BE ILLEGAL OR
UNENFORCEABLE AND NOT BE AFFECTED THEREBY.
12.6
PARTIES IN INTEREST.
ALL THE TERMS AND
PROVISIONS OF THIS AGREEMENT WILL BE BINDING UPON AND INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES
HERETO, WHETHER SO EXPRESSED OR NOT AND, IN PARTICULAR, WILL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY THE HOLDER OR HOLDERS AT THE TIME OF ANY
REGISTRATION OF REGISTRABLE SECURITIES.
SUBJECT TO THE IMMEDIATELY PRECEDING
SENTENCE, THIS AGREEMENT WILL NOT RUN TO THE BENEFIT OF OR BE ENFORCEABLE BY ANY
PERSON OTHER THAN A PARTY TO THIS AGREEMENT AND ITS SUCCESSORS AND ASSIGNS.
12.7
HEADINGS.
THE HEADINGS OF THE SECTIONS,
SUBSECTIONS AND PARAGRAPHS OF THIS AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE
OF REFERENCE ONLY AND DO NOT CONSTITUTE A PART OF THIS AGREEMENT.
12.8
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE
ENTIRE UNDERSTANDING OF THE PARTIES HERETO AND SUPERSEDES ALL PRIOR
UNDERSTANDING AMONG SUCH PARTIES.
12.9
CHOICE OF LAW.
THIS AGREEMENT AND ANY AND ALL
MATTERS RELATED TO OR ARISING UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NORTH DAKOTA, REGARDLESS OF ANY PROVISIONS ON
CHOICE OF OR CONFLICTS OF LAW.
12.10
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS,
WITH THE SAME EFFECT AS IF ALL PARTIES HAD SIGNED THE SAME DOCUMENT.
ALL SUCH
COUNTERPARTS WILL BE DEEMED AN ORIGINAL, WILL BE CONSTRUED TOGETHER AND WILL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
12.11
ASSIGNMENT OF REGISTRATION RIGHTS.
THE RIGHTS OF THE
INVESTORS HEREUNDER, INCLUDING THE RIGHT TO HAVE THE COMPANY REGISTER
REGISTRABLE SECURITIES PURSUANT TO THIS AGREEMENT, WILL BE AUTOMATICALLY
ASSIGNED BY THE INVESTORS TO TRANSFEREES OR ASSIGNEES OF ALL OR