TO SUCH ADDRESS, OR UPON
ACTUAL RECEIPT OF SUCH MAILING, WHICHEVER SHALL FIRST OCCUR.
THE ADDRESSES FOR
SUCH COMMUNICATIONS SHALL BE:
If to the Company, to:
SANTO MINING CORP.
Avenida Sarasota No. 20
- Torre Empresarial AIRD, Suite 1103
La Julia, Santo Domingo, Dominican Republic
Attn: ALAIN FRENCH, President
facsimile: [enter fax number]
With a copy by fax only to (which copy shall not constitute notice):
Anslow + Jaclin, LLP
Attn: Gregg E. Jaclin
195 Route 9 South
Manalapan, NJ 07726
facsimile: 732-577-1188
If to the Buyer:
ASHER ENTERPRISES, INC.
1 Linden Pl., Suite 207
Great Neck, NY. 11021
Attn: Curt Kramer, President
facsimile: 516-498-9894
18
With a copy by fax only to (which copy shall not constitute notice):
Naidich Wurman Birnbaum & Maday LLP
80 Cuttermill Road, Suite 410
Great Neck, NY 11021
Attn: Bernard S. Feldman, Esq.
facsimile: 516-466-3555
Each party shall provide notice to the other party of any change in address.
G.
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 THE BUYER SHALL ASSIGN THIS AGREEMENT OR ANY RIGHTS OR
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER.
NOTWITHSTANDING THE FOREGOING, SUBJECT TO SECTION 2(F), THE BUYER MAY ASSIGN ITS
RIGHTS HEREUNDER TO ANY PERSON THAT PURCHASES SECURITIES IN A PRIVATE
TRANSACTION FROM THE BUYER OR TO ANY OF ITS "AFFILIATES," AS THAT TERM IS
DEFINED UNDER THE 1934 ACT, WITHOUT THE CONSENT OF THE COMPANY.
H.
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.
I.
SURVIVAL.
THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY AND THE AGREEMENTS AND COVENANTS SET FORTH IN THIS AGREEMENT SHALL
SURVIVE THE CLOSING HEREUNDER NOTWITHSTANDING ANY DUE DILIGENCE INVESTIGATION
CONDUCTED BY OR ON BEHALF OF THE BUYER.
THE COMPANY AGREES TO INDEMNIFY AND
HOLD HARMLESS THE BUYER AND ALL THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
FOR LOSS OR DAMAGE ARISING AS A RESULT OF OR RELATED TO ANY BREACH OR ALLEGED
BREACH BY THE COMPANY OF ANY OF ITS REPRESENTATIONS, WARRANTIES AND COVENANTS
SET FORTH IN THIS AGREEMENT OR ANY OF ITS COVENANTS AND OBLIGATIONS UNDER THIS
AGREEMENT, INCLUDING ADVANCEMENT OF EXPENSES AS THEY ARE INCURRED.
J.
PUBLICITY.
THE COMPANY, AND THE BUYER SHALL HAVE THE
RIGHT TO REVIEW A REASONABLE PERIOD OF TIME BEFORE ISSUANCE OF ANY PRESS
RELEASES, SEC, OTCBB OR FINRA FILINGS, OR ANY OTHER PUBLIC STATEMENTS WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THE
COMPANY SHALL BE ENTITLED, WITHOUT THE PRIOR APPROVAL OF THE BUYER, TO MAKE ANY
PRESS RELEASE OR SEC, OTCBB (OR OTHER APPLICABLE TRADING MARKET) OR FINRA
FILINGS WITH RESPECT TO SUCH TRANSACTIONS AS IS REQUIRED BY APPLICABLE LAW AND
REGULATIONS (ALTHOUGH THE BUYER SHALL BE CONSULTED BY THE COMPANY IN CONNECTION
WITH ANY SUCH PRESS RELEASE PRIOR TO