directors or agents
may become subject by reason of any statement or omission in the registration
statement made in reliance upon, or in conformity with, a written statement by
such Subscriber furnished pursuant hereto or any failure of Subscriber to comply
with the provisions of this Part D, and (y) to report to the Company sales made
pursuant to the registration statement.
E.
ASSIGNMENT, SURVIVAL, EFFECTIVENESS AND FURTHER INFORMATION.
(1)
THIS SUBSCRIPTION AGREEMENT IS NOT ASSIGNABLE BY EITHER THE
SUBSCRIBER OR THE COMPANY WITHOUT THE PRIOR APPROVAL OF THE OTHER PARTY IN ITS
SOLE AND ABSOLUTE DISCRETION.
THIS SUBSCRIPTION AGREEMENT SHALL BE BINDING UPON
THE SUCCESSORS AND ANY PERMITTED ASSIGNS OF THE SUBSCRIBER AND, WHEN ACCEPTED BY
THE COMPANY, SHALL BE BINDING UPON THE SUCCESSORS AND ANY PERMITTED ASSIGNS OF
THE COMPANY.
(2)
ALL OF THE AGREEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES
MADE BY THE SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT SHALL SURVIVE THE
EXECUTION AND DELIVERY HEREOF.
THE SUBSCRIBER SHALL USE REASONABLE EFFORTS TO
NOTIFY THE COMPANY AND TO DO SO PROMPTLY UPON DISCOVERING THAT ANY OF THE
REPRESENTATIONS OR WARRANTIES MADE HEREIN WERE FALSE WHEN MADE OR HAS, AS A
RESULT OF CHANGES IN CIRCUMSTANCES, BECOME FALSE.
EVERY PROVISION OF THIS
SUBSCRIPTION AGREEMENT IS INTENDED TO BE SEVERABLE, AND IF ANY TERM OR PROVISION
HEREOF IS HELD TO BE ILLEGAL OR INVALID FOR ANY REASON WHATSOEVER, SUCH
ILLEGALITY OR INVALIDITY SHALL NOT AFFECT THE VALIDITY OF THE REMAINDER HEREOF.
(3)
THE AGREEMENTS OF THE SUBSCRIBER SET FORTH HEREIN SHALL BECOME
EFFECTIVE AND BINDING UPON THE SUBSCRIBER, WITHOUT RIGHT OF REVOCATION, UPON THE
COMPANY'S ACCEPTANCE OF THIS SUBSCRIPTION AGREEMENT.
F.
MISCELLANEOUS.
UNLESS OTHERWISE INDICATED, THE ADDRESS ON THE
FIRST PAGE OF THIS DOCUMENT IS THE LEGAL RESIDENCE OF THE SUBSCRIBER, AND ALL
OFFERS AND COMMUNICATIONS IN CONNECTION WITH THE OFFERING OF THE SHARES OF
COMMON STOCK SUBSCRIBED TO HEREIN HAVE BEEN CONDUCTED AT SUCH ADDRESS.
THE
SUBSCRIBER, IF A FOREIGN ENTITY, REPRESENTS THAT IT HAS COMPLIED WITH ALL OF THE
LAWS, IF ANY, OF ITS COUNTRY OF RESIDENCE APPLICABLE TO THE ACQUISITION OF THE
SHARES SUBSCRIBED TO HEREIN.
G.
REMEDIES.
THE SUBSCRIBER UNDERSTANDS THE MEANING AND LEGAL
CONSEQUENCES OF ITS COVENANTS, REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN,
AND HEREBY AGREES THAT THE COMPANY MAY RECOVER FROM THE SUBSCRIBER, AND THE
SUBSCRIBER SHALL HOLD THE COMPANY HARMLESS FROM, ANY AND ALL LOSS, DAMAGE OR
LIABILITY DUE TO OR ARISING OUT OF ANY BREACH OF ANY SUCH COVENANT,
REPRESENTATION OR WARRANTY.
8
H.
COMMUNICATION.
ANY NOTICE, DEMAND, REQUEST OR OTHER COMMUNICATION
WHICH MAY BE REQUIRED OR CONTEMPLATED HEREIN (INCLUDING DELIVERY OF THIS
SUBSCRIPTION AGREEMENT BY AND BETWEEN THE PARTIES HERETO) SHALL BE SUFFICIENTLY
GIVEN OR DELIVERED IF (I) GIVEN EITHER BY FACSIMILE TRANSMISSION (WITH
CONFIRMATION OF RECEIPT), BY REPUTABLE OVERNIGHT DELIVERY SERVICE, POSTAGE
PREPAID, OR BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID AND RETURN RECEIPT
REQUESTED, TO THE ADDRESS INDICATED HEREIN OR TO SUCH OTHER ADDRESS AS ANY PARTY
HERETO MAY SPECIFY AS PROVIDED HEREIN, OR (II) DELIVERED PERSONALLY AT SUCH
ADDRESS.
I.