DELIVERED BY FACSIMILE
TRANSMISSION, THE PARTY USING SUCH MEANS OF DELIVERY WILL CAUSE ADDITIONAL
ORIGINAL EXECUTED SIGNATURE PAGES TO BE DELIVERED TO THE OTHER PARTIES AS SOON
AS PRACTICABLE THEREAFTER.
SECTION 2.4
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE AND WILL NOT FORM PART OF, OR AFFECT THE INTERPRETATION
OF, THIS AGREEMENT.
SECTION 2.5
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT WILL BE
INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY OR
UNENFORCEABILITY WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER
OF THIS AGREEMENT OR THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT IN ANY
OTHER JURISDICTION.
SECTION 2.6
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT AND THE
INSTRUMENTS REFERENCED HEREIN CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES
WITH RESPECT TO THE MATERS COVERED HEREIN AND THEREIN AND, EXCEPT AS
SPECIFICALLY SET FORTH HEREIN OR THEREIN, NEITHER THE COMPANY NOR ANY PURCHASER
MAKES ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH
MATTERS.
NO PROVISION OF THIS AGREEMENT MAY BE WAIVED OTHER THAN BY AN
INSTRUMENT IN WRITING SIGNED BY THE PARTY TO BE CHARGED WITH ENFORCEMENT AND NO
PROVISION OF THIS AGREEMENT MAY BE AMENDED OTHER THAN BY AN INSTRUMENT IN
WRITING SIGNED BY THE COMPANY AND EACH PURCHASER.
SECTION 2.7
NOTICES.
NOTICES WILL BE DELIVERED IN ACCORDANCE WITH
THE PURCHASE AGREEMENT.
11
SECTION 2.8
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT WILL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND ASSIGNS.
THE COMPANY MAY NOT ASSIGN THIS AGREEMENT NOR ANY OF ITS RIGHTS OR OBLIGATIONS
HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF EACH PURCHASER.
NO PURCHASER MAY
ASSIGN THIS AGREEMENT NOR ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMPANY.
NOTWITHSTANDING THE FOREGOING, EACH
PURCHASER MAY ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANY OF ITS
"AFFILIATES," AS THAT TERM IS DEFINED UNDER THE SECURITIES ACT, WITHOUT THE
CONSENT OF THE COMPANY SO LONG AS SUCH AFFILIATE IS AN ACCREDITED INVESTOR
(WITHIN THE MEANING OF REGULATION D UNDER THE SECURITIES ACT) AND AGREES IN
WRITING TO BE BOUND BY THIS AGREEMENT.
THIS PROVISION WILL NOT LIMIT EACH
PURCHASER'S RIGHT TO TRANSFER THE SECURITIES PURSUANT TO THE TERMS OF THIS
AGREEMENT OR TO ASSIGN SUCH PURCHASER'S RIGHTS HEREUNDER TO ANY SUCH
TRANSFEREE.
IN THAT REGARD, IF A PURCHASER SELLS ALL OR PART OF ITS COMMON
SHARES TO SOMEONE THAT ACQUIRES THE SHARES SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY (OTHER THAN RESTRICTIONS, IF ANY, ARISING OUT OF THE
TRANSFEREE'S STATUS AS AN AFFILIATE OF THE COMPANY), SUCH PURCHASER WILL BE
PERMITTED TO ASSIGN ITS RIGHTS HEREUNDER, IN WHOLE OR IN PART, TO SUCH
TRANSFEREE.
SECTION 2.9
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.
Section 2.10
Termination of this Agreement Notwithstanding anything to
the contrary herein, and other than with respect to the indemnification