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 10(L), THE REPRESENTATIONS AND WARRANTIES OF THE
COMPANY AND THE HOLDER CONTAINED IN SECTIONS 2 AND 3, THE AGREEMENTS AND
COVENANTS SET FORTH IN SECTIONS 4 AND 6, AND THE INDEMNIFICATION PROVISIONS SET
FORTH IN SECTION 9 SHALL SURVIVE THE CLOSING FOR A PERIOD OF TWO (2) YEARS
FOLLOWING THE DATE ON WHICH THE CONVERTIBLE DEBENTURES ARE CONVERTED IN FULL.
THE HOLDER SHALL BE RESPONSIBLE ONLY FOR ITS OWN REPRESENTATIONS, WARRANTIES,
AGREEMENTS AND COVENANTS HEREUNDER.
(J)
PUBLICITY.
THE COMPANY AND THE HOLDER
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 HOLDER, 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 HOLDER IN CONNECTION WITH ANY SUCH PRESS RELEASE OR OTHER PUBLIC
DISCLOSURE PRIOR TO ITS RELEASE AND HOLDER 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
CLOSING SHALL NOT HAVE OCCURRED ON OR BEFORE FIVE (5) BUSINESS DAYS FROM THE
DATE HEREOF DUE TO THE COMPANY'S OR THE HOLDER'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 HOLDER FOR THE FEES AND EXPENSES OF YORKVILLE ADVISORS LLC
DESCRIBED IN SECTION 4(G) ABOVE.
(M)
NO STRICT CONSTRUCTION.
THE LANGUAGE USED IN
THIS AGREEMENT WILL BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO
EXPRESS THEIR MUTUAL INTENT, AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED
AGAINST ANY PARTY.
(n)
Jury Trial Waiver.
The Company and the
Holder hereby waive a trial by jury in any action, proceeding or counterclaim
brought by either of the Parties hereto against the other in respect of any
matter arising out or in connection with the Transaction Agreements.
(o)
Specific Performance.
The Company and the
Holder acknowledge and