OF CANADA IN WHICH SUCH FILINGS AND NOTICES ARE REQUIRED.
6.7.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT THAT IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF BUT SHALL BE INTERPRETED AS IF IT
WERE WRITTEN SO AS TO BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION
SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER
JURISDICTION.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY
WAIVE ANY PROVISION OF LAW WHICH RENDERS ANY PROVISION HEREOF PROHIBITED OR
UNENFORCEABLE IN ANY RESPECT.
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6.8.
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE SUBSCRIPTION
AGREEMENT AND ANY DOCUMENTS RELATED THERETO, CONSTITUTE THE ENTIRE AGREEMENT
AMONG THE COMPANY AND THE INVESTOR WITH RESPECT TO THE PRIVATE PLACEMENT AND THE
SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, BOTH ORAL AND WRITTEN, BETWEEN THE COMPANY AND THE INVESTOR WITH
RESPECT TO THE PRIVATE PLACEMENT AND THE SUBJECT MATTER HEREOF AND THEREOF;
PROVIDED HOWEVER, THE OBLIGATIONS OF AN INVESTOR UNDER ANY NONDISCLOSURE
AGREEMENT OR CONFIDENTIALITY LETTER ENTERED INTO BY SUCH INVESTOR IN CONNECTION
WITH THE OFFERING OF THE SECURITIES SHALL CONTINUE TO APPLY IN ACCORDANCE WITH
THE TERMS THEREOF.
6.9.
FURTHER ASSURANCES.
THE PARTIES SHALL EXECUTE AND DELIVER ALL
SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ALL SUCH OTHER ACTIONS AS MAY
REASONABLY BE REQUIRED TO CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREBY AND TO
EVIDENCE THE FULFILLMENT OF THE AGREEMENTS HEREIN CONTAINED.
6.10.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE PROVINCE OF BRITISH COLUMBIA
WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the undersigned has executed this Purchase Agreement or
caused its duly authorized officers to execute this Purchase Agreement as of the
date first above written.
STORM CAT ENERGY CORPORATION
By:
/s/ Paul Wiesner
Name:
Paul Wiesner
Title:
Chief Financial Officer
Address:
Storm Cat Energy Corporation
1125 Seventeenth Street; Suite 2310
Denver, CO 80202
Attn: J. Scott Zimmerman
Fax: (303) 991-5075
TRAPEZE CAPITAL CORP.
By:
/s/ Randall Abramson
Name:
Randall Abramson
Title:
President
Address:
Trapeze Capital Corp.
22 St. Clair Avenue East, 18th Floor
Toronto, ON M4T 2S3
Attn:
Fax: (416) 867-9771
[Signature Page Purchase Agreement.]
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