FORTH ON SUCH PARTY'S SIGNATURE PAGE
HERETO OR AS SUBSEQUENTLY MODIFIED BY WRITTEN NOTICE.
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(F)
AMENDMENTS AND WAIVERS.
ANY TERM OF THIS AGREEMENT MAY BE AMENDED
OR WAIVED ONLY WITH THE WRITTEN CONSENT OF THE COMPANY AND THE PURCHASER.
ANY
AMENDMENT OR WAIVER EFFECTED IN ACCORDANCE WITH THIS SECTION 8(F) SHALL BE
BINDING UPON THE PURCHASER AND EACH TRANSFEREE OF THE SECURITIES, EACH FUTURE
HOLDER OF ALL SUCH SECURITIES, AND THE COMPANY.
(G)
SEVERABILITY.
IF ONE OR MORE PROVISIONS OF THIS AGREEMENT ARE HELD
TO BE UNENFORCEABLE UNDER APPLICABLE LAW, THE PARTIES AGREE TO RENEGOTIATE SUCH
PROVISION IN GOOD FAITH, IN ORDER TO MAINTAIN THE ECONOMIC POSITION ENJOYED BY
EACH PARTY AS CLOSE AS POSSIBLE TO THAT UNDER THE PROVISION RENDERED
UNENFORCEABLE.
IN THE EVENT THAT THE PARTIES CANNOT REACH A MUTUALLY AGREEABLE
AND ENFORCEABLE REPLACEMENT FOR SUCH PROVISION, THEN (I) SUCH PROVISION SHALL BE
EXCLUDED FROM THIS AGREEMENT, (II) THE BALANCE OF THE AGREEMENT SHALL BE
INTERPRETED AS IF SUCH PROVISION WERE SO EXCLUDED AND (III) THE BALANCE OF THE
AGREEMENT SHALL BE ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(H)
FINDERS' FEES.
EACH OF THE COMPANY AND THE PURCHASER WILL
INDEMNIFY THE OTHER AGAINST ALL LIABILITIES INCURRED BY THE INDEMNIFYING PARTY
WITH RESPECT TO CLAIMS RELATED TO INVESTMENT BANKING OR FINDERS' FEES IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ARISING OUT OF
ARRANGEMENTS BETWEEN THE PARTY ASSERTING SUCH CLAIMS AND THE INDEMNIFYING PARTY,
AND ALL COSTS AND EXPENSES (INCLUDING REASONABLE FEES OF COUNSEL) OF
INVESTIGATING AND DEFENDING SUCH CLAIMS.
(I)
EXPENSES.
EXCEPT AS EXPRESSLY SET FORTH IN THE TRANSACTION
DOCUMENTS TO THE CONTRARY, EACH PARTY SHALL PAY THE FEES AND EXPENSES OF ITS
ADVISERS, COUNSEL, ACCOUNTANTS AND OTHER EXPERTS, IF ANY, AND ALL OTHER EXPENSES
INCURRED BY SUCH PARTY INCIDENT TO THE NEGOTIATION, PREPARATION, EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT.
THE COMPANY SHALL PAY ALL TRANSFER
AGENT FEES, STAMP TAXES AND OTHER TAXES AND DUTIES LEVIED IN CONNECTION WITH THE
DELIVERY OF ANY SECURITIES TO THE PURCHASER.
(J)
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS (AND THE EXHIBITS HERETO AND THERETO) CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO PERTAINING TO THE SUBJECT MATTER HEREOF, AND ANY AND
ALL OTHER WRITTEN OR ORAL AGREEMENTS EXISTING BETWEEN THE PARTIES HERETO ARE
EXPRESSLY CANCELED.
(K)
EXCULPATION AMONG PURCHASERS.
THE PURCHASER ACKNOWLEDGES THAT IT
IS NOT RELYING UPON ANY PERSON, FIRM OR CORPORATION, OTHER THAN THE COMPANY AND
ITS OFFICERS AND DIRECTORS, IN MAKING ITS INVESTMENT OR DECISION TO INVEST IN
THE COMPANY.
THE PURCHASER AGREES THAT NEITHER THE PURCHASER NOR THE RESPECTIVE
CONTROLLING PERSONS, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES OF ANY
OTHER PURCHASER OF SECURITIES IN CONNECTION WITH THE OFFERING SHALL BE LIABLE
FOR ANY ACTION HERETOFORE OR HEREAFTER TAKEN OR OMITTED TO BE TAKEN BY ANY OF
THEM IN CONNECTION WITH THE SECURITIES.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the