THE PARTIES WITH RESPECT TO THE
MATTERS COVERED HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN
OR THEREIN, NEITHER THE 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.
1241 South Harvard,
Tulsa, OK 74112
Attention: Mr. John R. Fitzpatrick, CEO
Telephone: 918-827-5254
If to a Purchaser:
Craigstone Ltd.
88 Wood St.
10th #1
London, UK ECZV7RS
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
9
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 SHALL SURVIVE FOR
SO LONG AS ANY PURCHASER BENEFICIALLY OWNS ANY SECURITIES.
(II)
THE COMPANY AGREES TO INDEMNIFY AND HOLD HARMLESS THE PURCHASER
AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
REPRESENTATIVE FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, EXPENSES,
LIABILITIES, OBLIGATIONS, LOSSES OR DAMAGES (INCLUDING REASONABLE LEGAL FEES) OF
ANY NATURE ("LOSSES"), INCURRED BY OR IMPOSED UPON ANY SUCH PARTY ARISING AS A
RESULT OF OR RELATED TO ANY ACTUAL OR ALLEGED BREACH BY THE