OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT
UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL
BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED
BY LAW.
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(B) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
PROCEEDING (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THE TRANSACTION DOCUMENTS.
7.9
SURVIVAL.
THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED
HEREIN WILL SURVIVE THE CLOSING AND THE DELIVERY OF THE SECURITIES.
7.10
EXECUTION.
THE PARTIES CONTEMPLATE THAT EACH PURCHASER WILL SIGN A
SEPARATE SIGNATURE PAGE TO THIS AGREEMENT AND DELIVER THE SAME TO ISSUER AS PART
OF ITS SUBSCRIPTION DOCUMENTS, AND WHICH SIGNATURE PAGES WILL COLLECTIVELY BE
APPENDED TO A SINGLE COPY OF THIS AGREEMENT BY ISSUER FOR ALL PURCHASERS WHOSE
INVESTOR QUESTIONNAIRES ARE APPROVED AND WHO OTHERWISE BECOME SUBSCRIBERS FOR A
NOTE AND WARRANT, AND WHEN SO APPENDED WILL COLLECTIVELY CONSTITUTE A SINGLE
ORIGINAL.
IF DESIRED, THE PARTIES MAY EXECUTE ADDITIONAL COUNTERPARTS OF THIS
AGREEMENT, EACH OF WHICH WHEN EXECUTED WILL BE AN ORIGINAL, AND ALL SUCH
COUNTERPARTS WILL TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
THIS
AGREEMENT WILL BECOME EFFECTIVE WITH RESPECT TO EACH PURCHASER WHEN AT LEAST ONE
COUNTERPART HAS BEEN EXECUTED AND DELIVERED BY SUCH PURCHASER, ISSUER AND
COLLATERAL AGENT, AND COUNTER-SIGNED BY ISSUER ON THE ORIGINAL OR A COUNTERPART
OF THE SIGNATURE PAGE FOR SUCH PURCHASER. IF ANY SIGNATURE IS DELIVERED BY
FACSIMILE TRANSMISSION OR BY E-MAIL DELIVERY OF A ".PDF" FORMAT DATA FILE, THEN
SUCH SIGNATURE WILL CREATE A VALID AND BINDING OBLIGATION OF THE PARTY EXECUTING
(OR ON WHOSE BEHALF SUCH SIGNATURE IS EXECUTED) WITH THE SAME FORCE AND EFFECT
AS IF SUCH FACSIMILE OR ".PDF" SIGNATURE PAGE WERE AN ORIGINAL.
7.11
SEVERABILITY.
IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID,
ILLEGAL, VOID OR UNENFORCEABLE, THEN THE REMAINDER OF THE TERMS, PROVISIONS,
COVENANTS AND RESTRICTIONS SET FORTH HEREIN WILL REMAIN IN FULL FORCE AND EFFECT
AND WILL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED, AND THE PARTIES WILL
USE THEIR COMMERCIALLY REASONABLE EFFORTS TO FIND AND EMPLOY AN ALTERNATIVE
MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS THAT CONTEMPLATED
BY SUCH TERM, PROVISION, COVENANT OR RESTRICTION. IT IS HEREBY STIPULATED AND
DECLARED TO BE THE INTENTION OF THE PARTIES THAT THEY WOULD HAVE EXECUTED THE
REMAINING TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT INCLUDING ANY OF
SUCH THAT MAY BE HEREAFTER DECLARED INVALID, ILLEGAL, VOID OR UNENFORCEABLE.
7.12
REPLACEMENT OF SECURITIES.
IF ANY CERTIFICATE OR INSTRUMENT
EVIDENCING ANY SECURITIES IS MUTILATED, LOST, STOLEN OR DESTROYED, ISSUER WILL
ISSUE OR CAUSE TO BE ISSUED IN EXCHANGE AND SUBSTITUTION FOR AND UPON
CANCELLATION THEREOF (IN