THE SAME
AGREEMENT AND SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH
PARTY AND DELIVERED TO THE OTHER PARTY, IT BEING UNDERSTOOD THAT BOTH PARTIES
NEED NOT SIGN THE SAME COUNTERPART.
IN THE EVENT THAT ANY SIGNATURE IS
DELIVERED BY FACSIMILE TRANSMISSION OR BY E-MAIL DELIVERY OF A ".PDF" FORMAT
DATA FILE, SUCH SIGNATURE SHALL 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 WERE THE ORIGINAL
THEREOF.
(H)
GOVERNING LAW.
ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE DETERMINED
IN ACCORDANCE WITH THE PROVISIONS OF THE PURCHASE AGREEMENT.
(I)
CUMULATIVE REMEDIES.
THE REMEDIES PROVIDED HEREIN ARE CUMULATIVE
AND NOT EXCLUSIVE OF ANY OTHER REMEDIES PROVIDED BY LAW.
(J)
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, THE REMAINDER OF THE TERMS, PROVISIONS,
COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED, AND THE PARTIES
HERETO SHALL USE THEIR GOOD FAITH 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.
(K)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY
AND SHALL NOT LIMIT OR OTHERWISE AFFECT
THE MEANING HEREOF.
(L)
INDEPENDENT NATURE OF PURCHASERS' OBLIGATIONS AND RIGHTS.
THE
OBLIGATIONS OF EACH PURCHASER UNDER THIS AGREEMENT ARE SEVERAL AND NOT JOINT
WITH THE OBLIGATIONS OF ANY OTHER PURCHASER HEREUNDER, AND NO PURCHASER SHALL BE
RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER
PURCHASER HEREUNDER.
THE DECISION OF EACH PURCHASER TO PURCHASE THE SHARES AND
WARRANTS PURSUANT TO THE TRANSACTION DOCUMENTS HAS BEEN MADE INDEPENDENTLY OF
ANY OTHER PURCHASER. NOTHING CONTAINED HEREIN OR IN ANY OTHER AGREEMENT OR
DOCUMENT DELIVERED AT ANY CLOSING, AND NO ACTION TAKEN BY ANY PURCHASER PURSUANT
HERETO OR THERETO, SHALL BE DEEMED TO CONSTITUTE THE PURCHASERS AS A
PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR
CREATE A PRESUMPTION THAT THE PURCHASERS ARE IN ANY WAY ACTING IN CONCERT WITH
RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PURCHASER ACKNOWLEDGES THAT NO OTHER PURCHASER HAS ACTED AS AGENT FOR SUCH
PURCHASER IN CONNECTION WITH MAKING ITS INVESTMENT HEREUNDER AND THAT NO
PURCHASER WILL BE ACTING AS AGENT OF SUCH PURCHASER IN CONNECTION WITH
MONITORING ITS INVESTMENT IN THE SHARES AND WARRANTS OR ENFORCING ITS RIGHTS
UNDER THE TRANSACTION DOCUMENTS. EACH PURCHASER SHALL BE ENTITLED TO PROTECT AND
ENFORCE ITS RIGHTS,