OR MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL
OF WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE BUT ONE INSTRUMENT, AND SHALL
BECOME EFFECTIVE WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY
HERETO AND DELIVERED TO THE OTHER PARTIES.
13.
EXPENSES.
ALL FEES, COSTS AND EXPENSES
(INCLUDING ATTORNEYS' FEES AND EXPENSES) INCURRED BY ANY PARTY HERETO IN
CONNECTION WITH THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND
THE EXHIBITS AND SCHEDULES HERETO AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY (INCLUDING THE COSTS ASSOCIATED WITH ANY FILINGS
WITH, OR COMPLIANCE WITH ANY OF THE REQUIREMENTS OF, ANY GOVERNMENTAL
AUTHORITIES), SHALL BE THE SOLE AND EXCLUSIVE RESPONSIBILITY OF SUCH PARTY.
14.
CONFIDENTIAL DISCLOSURE AGREEMENT.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, ANY
CONFIDENTIAL DISCLOSURE AGREEMENT PREVIOUSLY EXECUTED BY THE COMPANY AND THE
INVESTOR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS FOLLOWING THE
EXECUTION OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
15.
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, THE PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF,
AND BE BINDING UPON, THE SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND
ADMINISTRATORS OF THE PARTIES HERETO AND, SUBJECT TO SECTION 6.6, SHALL INURE TO
THE BENEFIT OF AND BE ENFORCEABLE BY EACH PERSON WHO SHALL BE A HOLDER OF THE
SHARES FROM TIME TO TIME.
16.
FURTHER ASSURANCES.
EACH PARTY AGREES TO
COOPERATE FULLY WITH THE OTHER PARTIES AND TO EXECUTE SUCH FURTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS AND TO GIVE SUCH FURTHER WRITTEN ASSURANCE AS MAY BE
REASONABLY REQUESTED BY ANY OTHER PARTY TO EVIDENCE AND REFLECT THE TRANSACTIONS
DESCRIBED HEREIN AND CONTEMPLATED HEREBY AND TO CARRY INTO EFFECT THE INTENTS
AND PURPOSES OF THIS AGREEMENT.
17.
ENTIRE AGREEMENT.
THIS AGREEMENT SUPERSEDES
ALL PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THE COMPANY AND THE INVESTOR
(EXCEPT AS NOTED IN SECTION 14 ABOVE) WITH RESPECT TO THE MATTERS DISCUSSED
HEREIN AND THEREIN.
THIS AGREEMENT AND THE SCHEDULES AND EXHIBITS HERETO
CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS
DISCUSSED HEREIN AND THEREIN AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR
THEREIN, NEITHER THE COMPANY NOR THE INVESTORS MAKES ANY REPRESENTATION,
WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH MATTERS.
THE COMPANY HAS
NOT, DIRECTLY OR INDIRECTLY, MADE ANY AGREEMENTS WITH THE INVESTOR RELATING TO
THE TERMS OR CONDITIONS OF THE PURCHASE OF THE SHARES EXCEPT AS SET FORTH IN
THIS AGREEMENT.
D-17