BENEFIT
OF AND BE BINDING UPON THE SUCCESSORS, HEIRS, EXECUTORS AND ADMINISTRATORS AND
PERMITTED ASSIGNS OF THE PARTIES HERETO. WITH RESPECT TO TRANSFERS THAT ARE NOT
MADE PURSUANT TO THE REGISTRATION STATEMENT (OR RULE 144 BUT ARE OTHERWISE MADE
IN ACCORDANCE WITH ALL APPLICABLE LAWS AND THE TERMS OF THIS AGREEMENT), THE
RIGHTS AND OBLIGATIONS OF THE INVESTOR UNDER THIS AGREEMENT SHALL BE
AUTOMATICALLY ASSIGNED BY THE INVESTOR TO ANY TRANSFEREE OF ALL OR ANY PORTION
OF THE INVESTOR'S SHARES WHO IS A PERMITTED TRANSFEREE (AS DEFINED BELOW);
PROVIDED, HOWEVER, THAT WITHIN TWO
22
BUSINESS DAYS PRIOR TO THE TRANSFER, (I) THE COMPANY IS PROVIDED WRITTEN NOTICE
OF THE TRANSFER INCLUDING THE NAME AND ADDRESS OF THE TRANSFEREE AND THE NUMBER
OF SHARES AS APPLICABLE TO BE TRANSFERRED; AND (II) THAT SUCH TRANSFEREE AGREES
IN WRITING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS IF SUCH TRANSFEREE WERE
THE INVESTOR. (FOR PURPOSES OF THIS AGREEMENT, A "PERMITTED TRANSFEREE" SHALL
MEAN ANY PERSON WHO (A) IS AN "ACCREDITED INVESTOR," AS THAT TERM IS DEFINED IN
RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT, (B) RECEIVES THE SHARES IN
A TRANSACTION WHICH IS IN COMPLIANCE WITH THE FEDERAL AND APPLICABLE STATE
SECURITIES LAW. UPON ANY TRANSFER PERMITTED BY THIS SECTION 6.10, THE COMPANY
SHALL BE OBLIGATED TO SUCH TRANSFEREE TO PERFORM ALL OF ITS COVENANTS UNDER THIS
AGREEMENT AS IF SUCH TRANSFEREE WAS THE INVESTOR.
6.11.
EXPENSES.
THE COMPANY AND THE INVESTOR SHALL BEAR ITS OR HIS OWN
EXPENSES IN CONNECTION WITH THE PREPARATION AND NEGOTIATION OF THE AGREEMENT.
6.12.
THIRD PARTY RIGHTS.
EXCEPT AS EXPLICITLY SET FORTH IN THIS
AGREEMENT, NOTHING IN THIS AGREEMENT SHALL CREATE OR BE DEEMED TO CREATE ANY
RIGHTS IN ANY PERSON OR ENTITY NOT A PARTY TO THIS AGREEMENT.
NOTWITHSTANDING
THE FOREGOING, THE PLACEMENT AGENTS SHALL BE DEEMED TO BE THIRD-PARTY
BENEFICIARIES OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY THE
INVESTOR HEREIN.
6.13.
NO WAIVER.
IT IS AGREED THAT A WAIVER BY EITHER PARTY OF A BREACH
OF ANY PROVISION OF THIS AGREEMENT SHALL NOT OPERATE, OR BE CONSTRUED, AS A
WAIVER OF ANY SUBSEQUENT BREACH BY THAT SAME PARTY.
6.14.
FURTHER ASSURANCES.
THE PARTIES AGREE TO EXECUTE AND DELIVER ALL
SUCH FURTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS AND TAKE SUCH OTHER AND
FURTHER ACTION AS MAY BE NECESSARY OR APPROPRIATE TO CARRY OUT THE PURPOSES AND
INTENT OF THIS AGREEMENT.
6.15.
INDEPENDENT NATURE OF INVESTORS' OBLIGATIONS AND RIGHTS.
THE
OBLIGATIONS OF EACH OF THE INVESTOR AND THE OTHER INVESTORS THAT IS
PARTICIPATING IN THE OFFERING ARE SEVERAL AND NOT JOINT.
THE DECISION OF EACH
OF THE INVESTOR AND THE OTHER INVESTORS TO PURCHASE SHARES PURSUANT TO THIS
AGREEMENT HAS BEEN MADE BY SUCH INVESTOR INDEPENDENTLY OF ANY OTHER INVESTOR.
NOTHING CONTAINED HEREIN AND NO ACTION TAKEN BY INVESTOR SHALL BE DEEMED TO
CONSTITUTE THE INVESTOR AND THE OTHER INVESTORS AS A PARTNERSHIP, AN
ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE INVESTOR AND