Schedule I.
Each party shall
provide five (5) days' prior written notice to the other party of any change in
address or facsimile number.
(G)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
NEITHER THE COMPANY NOR ANY BUYER SHALL
ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTY HERETO.
(H)
NO THIRD PARTY BENEFICIARIES.
THIS
AGREEMENT IS INTENDED FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
PERMITTED SUCCESSORS AND ASSIGNS, AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY
PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON.
(I)
SURVIVAL.
UNLESS THIS AGREEMENT IS
TERMINATED UNDER SECTION 9(L), THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY
AND THE BUYER(S) CONTAINED IN SECTIONS 2 AND 3, THE AGREEMENTS AND COVENANTS SET
FORTH IN SECTIONS 4, 5 AND 9, AND THE INDEMNIFICATION PROVISIONS SET FORTH IN
SECTION 8, SHALL SURVIVE THE CLOSING FOR A PERIOD OF TWO (2) YEARS FOLLOWING THE
DATE ON WHICH THE CONVERTIBLE DEBENTURES ARE CONVERTED IN FULL.
THE BUYER(S)
SHALL BE RESPONSIBLE ONLY FOR ITS OWN REPRESENTATIONS, WARRANTIES, AGREEMENTS
AND COVENANTS HEREUNDER.
(J)
PUBLICITY.
THE COMPANY AND THE BUYER(S)
SHALL HAVE THE RIGHT TO APPROVE, BEFORE ISSUANCE ANY PRESS RELEASE OR ANY OTHER
PUBLIC STATEMENT WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY MADE BY
ANY PARTY; PROVIDED, HOWEVER, THAT THE COMPANY SHALL BE ENTITLED, WITHOUT THE
PRIOR APPROVAL OF THE BUYER(S), TO ISSUE ANY PRESS RELEASE OR OTHER PUBLIC
DISCLOSURE WITH RESPECT TO SUCH TRANSACTIONS REQUIRED UNDER APPLICABLE
SECURITIES OR OTHER LAWS OR REGULATIONS (THE COMPANY SHALL USE ITS BEST EFFORTS
TO CONSULT THE BUYER(S) IN CONNECTION WITH ANY SUCH PRESS RELEASE OR OTHER
PUBLIC DISCLOSURE PRIOR TO ITS RELEASE AND BUYER(S) SHALL BE PROVIDED WITH A
COPY THEREOF UPON RELEASE THEREOF).
(K)
FURTHER ASSURANCES.
EACH PARTY SHALL DO
AND PERFORM, OR CAUSE TO BE DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND
THINGS, AND SHALL EXECUTE AND DELIVER ALL SUCH OTHER AGREEMENTS, CERTIFICATES,
INSTRUMENTS AND DOCUMENTS, AS THE OTHER PARTY MAY REASONABLY REQUEST IN ORDER TO
CARRY OUT THE INTENT AND ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(L)
TERMINATION.
IN THE EVENT THAT THE
FIRST CLOSING SHALL NOT HAVE OCCURRED WITH RESPECT TO THE BUYERS ON OR BEFORE
FIVE (5) BUSINESS DAYS FROM THE DATE HEREOF DUE TO THE COMPANY'S OR THE BUYER'S
FAILURE TO SATISFY THE CONDITIONS SET FORTH IN SECTIONS 6 AND 7 ABOVE (AND THE
NON-BREACHING PARTY'S FAILURE TO WAIVE SUCH UNSATISFIED CONDITION(S)), THE
NON-BREACHING PARTY SHALL HAVE THE OPTION TO TERMINATE THIS AGREEMENT WITH
RESPECT TO SUCH BREACHING PARTY AT THE CLOSE OF BUSINESS ON SUCH DATE WITHOUT
LIABILITY OF ANY PARTY TO ANY OTHER PARTY; PROVIDED, HOWEVER, THAT IF THIS
AGREEMENT IS TERMINATED BY THE COMPANY PURSUANT TO THIS SECTION 9(L), THE
COMPANY SHALL REMAIN OBLIGATED TO REIMBURSE THE BUYER(S) FOR THE FEES AND
EXPENSES OF THE BUYER