OF THIS
AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER PROVISION
HEREOF (REGARDLESS OF WHETHER SIMILAR), NOR SHALL ANY SUCH WAIVER BE DEEMED OR
CONSTITUTE A CONTINUING WAIVER UNLESS OTHERWISE EXPRESSLY PROVIDED.
13.
CONFIDENTIALITY.
IN THE EVENT OF THE CONSUMMATION OR PUBLIC ANNOUNCEMENT OF ANY OFFERING, DAWSON
SHALL HAVE THE RIGHT TO DISCLOSE ITS PARTICIPATION IN SUCH OFFERING, INCLUDING,
WITHOUT LIMITATION, THE PLACEMENT AT ITS COST OF "TOMBSTONE" ADVERTISEMENTS IN
FINANCIAL AND OTHER NEWSPAPERS AND JOURNALS. DAWSON AGREES NOT TO USE ANY
CONFIDENTIAL INFORMATION CONCERNING THE COMPANY PROVIDED TO DAWSON BY THE
COMPANY FOR ANY PURPOSES OTHER THAN THOSE CONTEMPLATED UNDER THIS AGREEMENT.
14.
HEADINGS.
THE HEADINGS OF THE VARIOUS SECTIONS OF THIS AGREEMENT HAVE BEEN INSERTED FOR
CONVENIENCE OF REFERENCE ONLY AND WILL NOT BE DEEMED TO BE PART OF THIS
AGREEMENT.
15.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS AND, IF EXECUTED IN
MORE THAN ONE COUNTERPART, THE EXECUTED COUNTERPARTS SHALL EACH BE DEEMED TO BE
AN ORIGINAL AND ALL SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE ONE AND THE SAME
INSTRUMENT.
16.
SEVERABILITY.
IN CASE ANY PROVISION CONTAINED IN THIS AGREEMENT SHOULD BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE
REMAINING PROVISIONS CONTAINED HEREIN WILL NOT IN ANY WAY BE AFFECTED OR
IMPAIRED THEREBY.
17.
USE OF INFORMATION.
THE COMPANY WILL FURNISH DAWSON SUCH WRITTEN INFORMATION AS DAWSON REASONABLY
REQUESTS IN CONNECTION WITH THE PERFORMANCE OF ITS SERVICES HEREUNDER. THE
COMPANY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT, IN PERFORMING ITS SERVICES
HEREUNDER, DAWSON WILL USE AND RELY ENTIRELY UPON SUCH INFORMATION AS WELL AS
PUBLICLY AVAILABLE INFORMATION REGARDING THE COMPANY AND OTHER POTENTIAL PARTIES
TO AN OFFERING AND THAT DAWSON DOES NOT ASSUME RESPONSIBILITY FOR INDEPENDENT
VERIFICATION OF THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, WHETHER
PUBLICLY AVAILABLE OR OTHERWISE FURNISHED TO IT, CONCERNING THE COMPANY OR
OTHERWISE RELEVANT TO AN OFFERING, INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL
INFORMATION, FORECASTS OR PROJECTIONS CONSIDERED BY DAWSON IN CONNECTION WITH
THE PROVISION OF ITS SERVICES.
18.
ABSENCE OF FIDUCIARY RELATIONSHIP.
THE COMPANY ACKNOWLEDGES AND AGREES THAT: (A) THE PLACEMENT AGENT HAS BEEN
RETAINED SOLELY TO ACT AS PLACEMENT AGENT IN CONNECTION WITH THE SALE OF THE
SECURITIES AND THAT NO FIDUCIARY, ADVISORY OR AGENCY RELATIONSHIP BETWEEN THE
COMPANY AND THE PLACEMENT AGENT HAS BEEN CREATED IN RESPECT OF ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, IRRESPECTIVE OF WHETHER THE
PLACEMENT AGENT HAS ADVISED OR IS ADVISING THE COMPANY ON OTHER MATTERS; (B) THE
SHARE PURCHASE PRICE AND OTHER TERMS OF THE SECURITIES SET FORTH IN THIS
AGREEMENT WERE ESTABLISHED BY THE COMPANY FOLLOWING DISCUSSIONS AND ARMS-LENGTH
NEGOTIATIONS WITH THE PLACEMENT AGENT AND THE COMPANY IS CAPABLE OF EVALUATING
AND UNDERSTANDING AND UNDERSTANDS AND ACCEPTS THE TERMS, RISKS AND CONDITIONS OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; (C) IT HAS BEEN ADVISED THAT
THE PLACEMENT AGENT AND ITS AFFILIATES ARE ENGAGED IN A BROAD RANGE OF
TRANSACTIONS THAT MAY INVOLVE INTERESTS THAT DIFFER FROM THOSE OF THE COMPANY