SUCH SUIT, ACTION OR PROCEEDING.
SERVICE
OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET
FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER
PROCEEDING BROUGHT IN ANY SUCH COURT.
THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION
OR OTHER PROCEEDING IN THE SPECIFIED COURTS AND IRREVOCABLY AND UNCONDITIONALLY
WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT,
ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
SECTION 17.
FAILURE OF THE SELLING STOCKHOLDER TO SELL AND DELIVER OPTIONAL
COMMON SHARES.
IF THE SELLING STOCKHOLDER SHALL FAIL TO SELL AND DELIVER TO THE
UNDERWRITERS THE COMMON SHARES TO BE SOLD AND DELIVERED BY THE SELLING
STOCKHOLDER PURSUANT TO THIS AGREEMENT AT THE FIRST CLOSING DATE OR THE SECOND
CLOSING DATE, THEN THE UNDERWRITERS SHALL HAVE THE RIGHT, BY WRITTEN NOTICE FROM
THE REPRESENTATIVES TO THE COMPANY AND THE SELLING STOCKHOLDER, TO POSTPONE THE
FIRST CLOSING DATE OR THE SECOND CLOSING DATE, AS THE CASE MAY BE, BUT IN NO
EVENT FOR LONGER THAN SEVEN DAYS IN ORDER THAT THE REQUIRED CHANGES, IF ANY, TO
THE REGISTRATION STATEMENT AND THE PROSPECTUS OR ANY OTHER DOCUMENTS OR
ARRANGEMENTS MAY BE EFFECTED.
SECTION 18.
GENERAL PROVISIONS.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT OF THE PARTIES TO THIS AGREEMENT AND SUPERSEDES ALL PRIOR WRITTEN OR
ORAL AND ALL CONTEMPORANEOUS ORAL AGREEMENTS, UNDERSTANDINGS AND NEGOTIATIONS
WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY BE EXECUTED IN
TWO OR MORE COUNTERPARTS, EACH ONE OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME
EFFECT AS IF THE SIGNATURES THERETO AND HERETO WERE UPON THE SAME INSTRUMENT.
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED UNLESS IN WRITING BY ALL OF THE
PARTIES HERETO, AND NO CONDITION HEREIN (EXPRESS OR IMPLIED) MAY BE WAIVED
UNLESS WAIVED IN WRITING BY EACH PARTY WHOM THE CONDITION IS MEANT TO BENEFIT.
THE SECTION HEADINGS HEREIN ARE FOR THE CONVENIENCE OF THE PARTIES ONLY AND
SHALL NOT AFFECT THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.
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Each of the parties hereto acknowledges that it is a sophisticated business
person who was adequately represented by counsel during negotiations regarding
the provisions hereof, including, without limitation, the indemnification
provisions of Section 8 and the contribution provisions of Section 9, and is
fully informed regarding said provisions. Each of the parties hereto further
acknowledges that the provisions of Sections 8 and 9 hereto fairly allocate the
risks in light of the ability of the parties to investigate the Company, its
affairs and its business in order to assure that adequate disclosure has been
made in the Registration Statement, the Preliminary Prospectus and the
Prospectus (and any amendments and supplements thereto), as required by the
Securities Act and the Exchange Act.
[SIGNATURE PAGE FOLLOWS]
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If the foregoing is in accordance with your understanding of our agreement,
kindly sign