MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
IN
ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE 1933 ACT.
"UNITED STATES" AND "U.S. PERSON" ARE
AS DEFINED BY REGULATION S UNDER THE 1933 ACT.
7.5
THE CONTRACTOR HEREBY ACKNOWLEDGES AND
AGREES TO THE COMPANY MAKING A NOTATION ON ITS RECORDS OR GIVING INSTRUCTIONS TO
THE REGISTRAR AND TRANSFER AGENT OF THE COMPANY IN ORDER TO IMPLEMENT THE
RESTRICTIONS ON TRANSFER SET FORTH
AND DESCRIBED IN THIS AGREEMENT.
ARTICLE 8
MISCELLANEOUS
8.1
NOTICES.
ALL NOTICES REQUIRED OR
ALLOWED TO BE GIVEN UNDER THIS AGREEMENT SHALL BE MADE EITHER PERSONALLY BY
DELIVERY TO OR BY FACSIMILE TRANSMISSION TO THE ADDRESS SET FORTH ABOVE OR TO
SUCH OTHER ADDRESS AS MAY BE DESIGNATED FROM TIME TO TIME BY SUCH PARTY IN
WRITING.
8.2
INDEPENDENT LEGAL ADVICE.
THE
CONTRACTOR ACKNOWLEDGES THAT:
(A)
THIS AGREEMENT WAS PREPARED FOR THE COMPANY;
(B)
THE CONTRACTOR HAS BEEN REQUESTED TO OBTAIN HIS OWN
INDEPENDENT LEGAL ADVICE ON THIS AGREEMENT PRIOR TO SIGNING THIS AGREEMENT;
(C)
THE CONTRACTOR HAS BEEN GIVEN ADEQUATE TIME TO OBTAIN
INDEPENDENT LEGAL ADVICE;
(D)
BY SIGNING THIS AGREEMENT, THE CONTRACTOR CONFIRMS THAT HE
FULLY UNDERSTANDS THIS AGREEMENT; AND
(E)
BY SIGNING THIS AGREEMENT WITHOUT FIRST OBTAINING INDEPENDENT
LEGAL ADVICE, THE CONTRACTOR WAIVES HIS RIGHT TO OBTAIN INDEPENDENT LEGAL
ADVICE.
8.3
CHANGE OF ADDRESS.
ANY PARTY MAY, FROM
TIME TO TIME, CHANGE ITS ADDRESS FOR SERVICE HEREUNDER BY WRITTEN NOTICE TO THE
OTHER PARTY IN THE MANNER AFORESAID.
10
8.4
ENTIRE AGREEMENT.
AS OF FROM THE DATE
HEREOF, ANY AND ALL PREVIOUS AGREEMENTS, WRITTEN OR ORAL BETWEEN THE PARTIES
HERETO OR ON THEIR BEHALF RELATING TO THE APPOINTMENT OF THE CONTRACTOR BY THE
COMPANY ARE NULL AND VOID.
THE PARTIES HERETO AGREE THAT THEY HAVE EXPRESSED
HEREIN THEIR ENTIRE UNDERSTANDING AND AGREEMENT CONCERNING THE SUBJECT MATTER OF
THIS AGREEMENT AND IT IS EXPRESSLY AGREED THAT NO IMPLIED COVENANT, CONDITION,
TERM OR RESERVATION OR PRIOR REPRESENTATION OR WARRANTY SHALL BE READ INTO THIS
AGREEMENT RELATING TO OR CONCERNING THE SUBJECT MATTER HEREOF OR ANY MATTER OR
OPERATION PROVIDED FOR HEREIN.
8.5
FURTHER ASSURANCES.
EACH PARTY HERETO
WILL PROMPTLY AND DULY EXECUTE AND DELIVER TO THE OTHER PARTY SUCH FURTHER
DOCUMENTS AND ASSURANCES AND TAKE SUCH FURTHER ACTION AS SUCH OTHER PARTY MAY
FROM TIME TO TIME REASONABLY REQUEST IN ORDER TO MORE EFFECTIVELY CARRY OUT THE
INTENT AND PURPOSE OF THIS AGREEMENT AND TO ESTABLISH AND PROTECT THE RIGHTS AND
REMEDIES CREATED OR INTENDED TO BE CREATED HEREBY.
8.6
WAIVER.
NO PROVISION HEREOF SHALL BE
DEEMED WAIVED AND NO BREACH