Exhibit
      10.46.2


    Registration
      Rights Agreement

     

    This
      Registration Rights Agreement (the “Agreement”)
      is made as of the date set forth below between Smart Online, Inc., a Delaware
      corporation (the “Company”),
      and the purchasers of its Common Stock (as defined below) pursuant to a
      Securities Purchase Agreement dated as of the date hereof (each in “Investor”
      and, collectively, the “Investors”).
      Capitalized terms used and not defined herein shall have the respective meanings
      ascribed to them in the Securities Purchase Agreement.

     

    RECITALS

     

    WHEREAS,
      the Company has sold to up to 2,352,941 shares (the “Shares”)
      of its common stock, $0.001 par value per share, (the “Common
      Stock”),
      to certain investors in a private placement (the “Offering”);
      and 

     

    WHEREAS,
      the execution and delivery of this Agreement by the Company is a condition
      to
      the completion of the Offering.

     

    NOW,
      THEREFORE, the parties hereto agree as follows: 

     

    1.    Registration
      Procedures and Expenses.
      The Company shall: 

     

    (a)    subject
      to receipt of necessary information from the Investors, prepare and file with
      the Securities and Exchange Commission (“SEC”),
      within thirty (30) calendar days after the Closing Date (the “Required
      Filing Date”),
      a Registration Statement on Form S-1 to enable the resale of the Shares by
      the
      Investors from time to time;

     

    (b)    use
      its best efforts, subject to receipt of necessary information from the
      Investors, to cause the Registration Statement to become effective as soon
      as
      practicable, but in no event later than sixty (60) days after the actual filing
      date of the Registration Statement with the SEC (the “Actual
      Filing Date”)
      or ninety (90) days after the Actual Filing Date if the Registration Statement
      is reviewed by the SEC (the “Required
      Effective Date”).
      If the Registration Statement (i) has not been filed by the Required Filing
      Date
      or (ii) has not been declared effective by the SEC on or before the Required
      Effective Date, then the Company shall on the first business day after the
      Required Filing Date if not filed or the Required Effective Date if not declared
      effective, as the case may be, make
      a payment to the Investor as compensation for such delay an amount equal to
      one
      percent (1%) of the Purchase Price paid for the Shares purchased by the
      Investor,
      and on each 30th
      day anniversary thereafter make a payment to the Investor as compensation for
      such delay an amount equal to one-half percent (0.5%) of the Purchase Price
      paid
      for the Shares purchased by the Investor (collectively, the “Late
      Registration Payments”),
      until the Registration Statement is filed or declared effective by the SEC.
      Notwithstanding the foregoing, in no event shall the total of all Late
      Registration Payments exceed in the aggregate ten percent (10%) of such Purchase
      Price. Late Registration Payments, if any, will be prorated on a daily basis
      and
      will be paid to Investor by wire transfer or check within five (5) Business
      Days
      after the date that each payment is due; 

     

    (c)    use
      its commercially reasonable best efforts to prepare and file with the SEC such
      amendments and supplements to the Registration Statement and the Prospectus
      as
      may be necessary to keep the Registration Statement current and effective for
      a
      period ending on the earlier of (i) the date as all of the Investor’s Shares
      shall have been sold, (ii) the date on which the Investor may sell Shares
      pursuant to paragraph (k) of Rule 144 under the Securities Act or any successor
      rule (“Rule
      144”)
      or (iii) such time as all Shares purchased by such Investor in this Offering
      have been sold pursuant to a registration statement or Rule 144, and to notify
      each Investor promptly upon the Registration Statement and each post-effective
      amendment thereto, being declared effective by the SEC; 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (d)    furnish
      to the Investor such number of copies (in paper or electronic version) of the
      Registration Statement and
      the Prospectus (including
      supplemental prospectuses), as the Investor may reasonably request, in order
      to
      facilitate the public sale or other disposition of all or any of the Shares
      by
      the Investor; 

     

    (e)    file
      documents required of the Company for normal blue sky clearance in states
      specified in writing by the Investor; provided, however, that the Company shall
      not be required to qualify to do business or consent to service of process
      in
      any jurisdiction in which it is not now so qualified or has not so consented;
      

     

    (f)    bear
      all expenses (other than underwriting discounts and commissions, if any) in
      connection with the procedures in paragraph (a) through (e) of this Section
      1
      and the registration of the Shares pursuant to the Registration Statement;
      

     

    (g)    advise
      the Investors, promptly after it shall receive notice or obtain knowledge of
      the
      issuance of any stop order by the SEC delaying or suspending the effectiveness
      of the Registration Statement or of the initiation of any proceeding for that
      purpose; and it will promptly use its commercially reasonable efforts to prevent
      the issuance of any stop order or to obtain its withdrawal at the earliest
      possible moment if such stop order should be issued; and

     

    (h)    with
      a view to making available to the Investor the benefits of Rule 144 or other
      rule that may permit the Investor to sell Shares without registration, the
      Company agrees to use its commercially reasonable efforts to: (i) make and
      keep
      public information available, as those terms are understood and defined in
      Rule
      144, until the earlier of (A) such date as all of the Investor’s Shares may be
      resold pursuant to Rule 144(k) or (B) such date as all of the Investor’s Shares
      shall have been sold; (ii) file with the SEC in a timely manner all reports
      and
      other documents required of the Company under the Securities Act and under
      the
      Exchange Act; and (iii) furnish to the Investor upon request a written statement
      that the Company has complied with the reporting requirements of the Securities
      Act and the Exchange Act, a copy (in paper or electronic version) of the
      Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form
      10-Q, and (C) such other information as may be reasonably requested that permits
      the selling of any such Shares without registration.

     

    It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to this Section 1 that the Investor shall furnish to the Company
      such information and representations regarding Investor, the Shares to be sold
      by Investor, and the intended method of disposition of such securities as shall
      be required to effect the registration of the Shares and/or sale under Rule
      144.

     

    The
      Company understands that the Investor disclaims being an underwriter, but
      acknowledges that a determination by the SEC that the Investor is deemed an
      underwriter shall not relieve the Company of any obligations it has hereunder.
      The Company and the Investor agree and acknowledge that each Investor
      individually negotiated the terms of the transactions contemplated hereby and
      are of
      the view that the Investors are not acting as a “group” for purposes of Section
      13(d) under the Exchange Act.

     

    2.    Transfer
      of Shares After Registration; Suspension. 

     

    (a)    The
      Investor agrees that it will not effect any disposition or other transfer of
      the
      Shares or its right to purchase the Shares that would constitute a sale within
      the meaning of the Securities Act other than transactions exempt from the
      registration requirements of the Securities Act, as contemplated in the
      Registration Statement and as described below, and that it will promptly notify
      the Company of any material changes in the information set forth in the
      Registration Statement regarding the Investor or its plan of distribution.
      

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (b)    Except
      in the event that paragraph (c) below applies, the Company shall: (i) if deemed
      necessary by the Company, prepare and file from time to time with the SEC a
      post-effective amendment to the Registration Statement or a supplement to the
      related Prospectus or a supplement or amendment to any document incorporated
      therein by reference or file any other required document so that such
      Registration Statement will not contain an untrue statement of a material fact
      or omit to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, and so that, as thereafter delivered
      to purchasers of the Shares being sold thereunder, such Prospectus will not
      contain an untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading; (ii)
      provide the Investor with either copies of any documents filed pursuant to
      Section 2(b)(i) or access to such documents electronically; and (iii) upon
      request, inform each Investor who so requests that the Company has complied
      with
      its obligations in Section 2(b)(i) (or that, if the Company has filed a
      post-effective amendment to the Registration Statement which has not yet been
      declared effective, the Company will notify the Investor to that effect, will
      use its best efforts to secure the effectiveness of such post-effective
      amendment as promptly as possible and will promptly notify the Investor pursuant
      to Section 2(b)(i) hereof when the amendment has become effective).

     

    (c)    Subject
      to paragraph (d) below, in the event: (i) of any request by the SEC or any
      other
      federal or state governmental authority during the period of effectiveness
      of
      the Registration Statement for amendments or supplements to the Registration
      Statement or related Prospectus or for additional information; (ii) of the
      issuance by the SEC or any other federal or state governmental authority of
      any
      stop order suspending the effectiveness of the Registration Statement or the
      initiation of any proceedings for that purpose; (iii) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Shares for sale in any
      jurisdiction or the initiation of any proceeding for such purpose; or (iv)
      of
      any event or circumstance which necessitates the making of any material changes
      in the Registration Statement or Prospectus, or any document incorporated or
      deemed to be incorporated therein by reference, so that, in the case of the
      Registration Statement, it will not contain any untrue statement of a material
      fact or omit to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading, and that in the case of the
      Prospectus, it will not contain any untrue statement of a material fact or
      omit
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; then the Company shall promptly deliver a certificate
      in
      writing or electronically to the Investor (the “Suspension
      Notice”)
      to the effect of the foregoing and, upon receipt of such Suspension Notice,
      the
      Investor will refrain from selling any Shares pursuant to the Registration
      Statement (a “Suspension”)
      until the Investors are advised in writing by the Company that the current
      Prospectus may be used, and has received copies of any additional or
      supplemental filings that are incorporated or deemed incorporated by reference
      in any such Prospectus. Notwithstanding the foregoing, the right of the Company
      to implement a Suspension shall be limited to two such Suspensions in any
      twelve-month period, each of which may not exceed 45 days. In the event of
      any
      Suspension, the Company will use its reasonable best efforts to cause the use
      of
      the Prospectus so suspended to be resumed as soon as reasonably practicable
      after delivery of a Suspension Notice to the Investors. In addition to and
      without limiting any other remedies (including, without limitation, at law
      or at
      equity) available to the Investor, the Investor shall be entitled to specific
      performance in the event that the Company fails to comply with the provisions
      of
      this Section 2(c). The Investor covenants that from the date hereof it will
      maintain in confidence the receipt and content of any Suspension Notice provided
      in accordance with this paragraph (c) in accordance with and subject to Section
      4.6 of Annex I to the Securities Purchase Agreement.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (d)    If
      a Suspension is not then in effect, the Investor may sell Shares under the
      Registration Statement, provided that it complies with any applicable prospectus
      delivery requirements. Upon receipt of a request therefor, the Company will
      provide an adequate number of current Prospectuses to the Investor and to any
      other parties requiring such Prospectuses. 

     

    (e)    The
      Company agrees that it shall, upon the Registration Statement being declared
      effective, deliver to its transfer agent an opinion letter of counsel, opining
      that the transfer agent shall issue certificates representing such Shares
      without restrictive legend, provided that the Investor undertakes that the
      Shares will be sold only pursuant to the Prospectus contained in an effective
      Registration Statement. Upon receipt of such opinion, the Company shall cause
      the transfer agent to confirm, for the benefit of the Investor, that no further
      opinion of counsel is required at the time of transfer in order to issue such
      Shares without restrictive legend.

     

    The
      Company shall cause
      its transfer agent to issue
      a certificate without any restrictive legend to a purchaser of any Shares from
      the Investor at Investor’s expense and upon request of Investor, if (a) the sale
      of such Shares is registered under the Registration Statement (including
      registration pursuant to Rule 415 under the Securities Act); (b) the holder
      has
      provided the Company with an opinion of counsel, in form, substance and scope
      customary for opinions of counsel in comparable transactions, to the effect
      that
      a public sale or transfer of such Shares may be made without registration under
      the Securities Act; or (c) such Shares are sold in compliance with Rule 144
      under the Securities Act. In addition, the Company shall, at the Investors
      expense and upon request of the Investor, remove the restrictive legend from
      any
      Shares held by the Investor following the expiration of the holding period
      required by Rule 144(k) under the Securities Act (or any successor rule).


    


    3.    Indemnification.
      For
      the purpose of this Section 3:

     

    (a)    the
      term “Selling
      Shareholder”
      shall mean the Investor and each person, if any, who controls the Investor
      within the meaning of Section 15 of the Securities Act or Section 20 of the
      Exchange Act; 

     

    (b)    the
      term “Registration
      Statement”
      shall mean the final Prospectus, supplement or amendment thereto (or deemed
      to
      be a part thereof) referred to in Section 1; and 

     

    (c)    the
      term “untrue
      statement”
      shall mean any material untrue statement, or any material omission of a
      statement of a material fact required to be made therein or necessary to make
      the statements therein, in the light of the circumstances under which they
      were
      made, not materially misleading.

     

    (d)    (i)    The
      Company agrees to indemnify and hold harmless each Selling Shareholder from
      and
      against any losses, or damages to which such Selling Shareholder may incur
      (under the Securities Act or otherwise) insofar as such losses or damages arise
      out of (i) any untrue statement of a material fact contained in the Registration
      Statement, or (ii) any inaccuracy in the representations of the Company
      contained in this Agreement. The Company will reimburse such Selling Shareholder
      for any reasonable legal expense incurred or any out of pocket expenses
      reasonably incurred in defending any such claim or action; provided, however,
      that the Company shall not be liable in any such case to the extent that such
      loss or damage arises out of, or is based upon, an untrue statement made in
      such
      Registration Statement in reliance upon and in conformity with written
      information furnished to the Company by or on behalf of such Selling Shareholder
      for use in preparation of the Registration Statement, or any inaccuracy in
      representations made by such Selling Shareholder in the Investor Questionnaire
      or the failure of such Selling Shareholder to comply with its covenants and
      agreements contained in Sections in this Agreement or contained in the
      Securities Purchase Agreement or any statement or omission in any Prospectus
      that is corrected in any subsequent Prospectus that was delivered to the Selling
      Shareholder prior to the pertinent sale or sales by the Selling Shareholder.
      The
      obligation to indemnify shall be limited to the net amount of the proceeds
      received by the Company from the Investor as a result of the
      Offering.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (ii)       
      The
      Investor agrees to indemnify and hold harmless the Company (and each person,
      if
      any, who controls the Company within the meaning of Section 15 of the Securities
      Act, each officer of the Company who signs the Registration Statement and each
      director of the Company) from and against any losses or damage to which the
      Company (or any such officer, director or controlling person) may become subject
      (under the Securities Act or otherwise), insofar as such loss or damage (or
      actions or proceedings in respect thereof) arise out of, or are based upon,
      (i)
      any failure to comply with the covenants and agreements contained in this
      Agreement or of the Securities Purchase Agreement or (ii) any untrue statement
      of a material fact contained in the Registration Statement if, and only if,
      such
      untrue statement was made in reliance upon and in conformity with written
      information furnished by or on behalf of the Investor specifically for use
      in
      preparation of the Registration Statement. The Investor will reimburse the
      Company (or such officer, director or controlling person), as the case may
      be,
      for any reasonable legal expense or other actual accountable out-of-pocket
      expenses reasonably incurred in defending any such claim, action or proceeding.
      The obligation to indemnify shall be limited to the net amount of the proceeds
      received by the Investor from the sale of the Shares pursuant to the
      Registration Statement.

     

    (iii)      
      Promptly
      after receipt by any indemnified person of a notice of a claim or the beginning
      of any action in respect of which indemnity is to be sought against an
      indemnifying person pursuant to this Section 3, such indemnified person shall
      notify the indemnifying person in writing of such claim or of the commencement
      of such action, but the omission to so notify the indemnifying party will not
      relieve it from any liability which it may have to any indemnified party under
      this Section 3 (except to the extent that such omission materially and adversely
      affects the indemnifying party’s ability to defend such action) or from any
      liability otherwise than under this Section 3. Subject to the provisions
      hereinafter stated, in case any such action shall be brought against an
      indemnified person, the indemnifying person shall be entitled to participate
      therein, and, to the extent that it shall elect by written notice delivered
      to
      the indemnified party promptly after receiving the aforesaid notice from such
      indemnified party, shall be entitled to assume the defense thereof, with counsel
      reasonably satisfactory to such indemnified person. After notice from the
      indemnifying person to such indemnified person of its election to assume the
      defense thereof (unless it has failed to assume the defense thereof and appoint
      counsel reasonably satisfactory to the indemnified party), such indemnifying
      person shall not be liable to such indemnified person for any legal expenses
      subsequently incurred by such indemnified person in connection with the defense
      thereof; provided, however, that if there exists or shall exist a conflict
      of
      interest that would make it inappropriate, in the reasonable opinion of counsel
      to the indemnified person, for the same counsel to represent both the
      indemnified person and such indemnifying person or any affiliate or associate
      thereof, the indemnified person shall be entitled to retain its own counsel
      at
      the expense of such indemnifying person; provided, however, that no indemnifying
      person shall be responsible for the fees and expenses of more than one separate
      counsel (together with appropriate local counsel) for all indemnified parties.
      In no event shall any indemnifying person be liable in respect of any amounts
      paid in settlement of any action unless the indemnifying person shall have
      approved the terms of such settlement; provided that such consent shall not
      be
      unreasonably withheld. No indemnifying person shall, without the prior written
      consent of the indemnified person, effect any settlement of any pending or
      threatened proceeding in respect of which any indemnified person is or could
      reasonably have been a party and indemnification could have been sought
      hereunder by such indemnified person, unless such settlement includes an
      unconditional release of such indemnified person from all liability on claims
      that are the subject matter of such proceeding.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (iv)    If
      the indemnification provided for in this Section 3 is unavailable to or
      insufficient to hold harmless an indemnified party under paragraphs 3(d)(i)
      or
      3(d)(ii) above in respect of any loss or damage (or actions or proceedings
      in
      respect thereof) referred to therein, then each indemnifying party shall
      contribute to the amount paid or payable by such indemnified party as a result
      of such loss or damage (or actions in respect thereof) in such proportion as
      is
      appropriate to reflect the relative fault of the Company on the one hand and
      the
      Investor on the other in connection with the statements or omissions or other
      matters which resulted in such loss or damage (or actions in respect thereof),
      as well as any other relevant equitable considerations. The relative fault
      shall
      be determined by reference to, among other things, in the case of an untrue
      statement, whether the untrue statement relates to information supplied by
      the
      Company on the one hand or the Investor on the other and the parties’ relative
      intent, knowledge, access to information and opportunity to correct or prevent
      such untrue statement. The Company and the Investor agree that it would not
      be
      just and equitable if contribution pursuant to this subsection (d) were
      determined by pro rata allocation (even if the Investors were treated as one
      entity for such purpose) or by any other method of allocation which does not
      take into account the equitable considerations referred to above in this
      subsection (d). The amount paid or payable by an indemnified party as a result
      of the loss or damage (or actions in respect thereof) referred to above in
      this
      subsection (d) shall be deemed to include any reasonable legal fees incurred
      by
      such indemnified party in connection with defending any such action or claim.
      Notwithstanding the provisions of this subsection (d), the Investor shall not
      be
      required to contribute any amount in excess of the amount by which the gross
      amount received by the Investor from the sale of the Shares to which such loss
      relates exceeds the amount of any damages which the Investor has otherwise
      been
      required to pay by reason of such untrue statement. No person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation. The Investors’ obligations in this
      subsection to contribute are several in proportion to their sales of Shares
      to
      which such loss relates and not joint.

     

    (e)    The
      parties to this Agreement hereby acknowledge that they are sophisticated
      business persons who were represented by counsel during the negotiations
      regarding the provisions hereof including, without limitation, the provisions
      of
      this Section 3, and are fully informed regarding said provisions. They further
      acknowledge that the provisions of this Section 3 fairly allocate the risks
      in
      light of the ability of the parties to investigate the Company and its business
      in order to assure that adequate disclosure is made in the Registration
      Statement as required by the Securities Act and the Exchange Act.

     

    4.    Termination
      of Conditions and Obligations. The
      conditions precedent imposed by Section 4 of the Securities Purchase Agreement
      or this Agreement upon the transferability of the Shares shall cease and
      terminate as to any particular number of the Shares when such Shares shall
      have
      been effectively registered under the Securities Act and sold or otherwise
      disposed of in accordance with the intended method of disposition set forth
      in
      the Registration Statement covering such Shares or at such time as an opinion
      of
      counsel satisfactory to the Company shall have been rendered to the effect
      that
      such conditions are not necessary in order to comply with the Securities Act.
      

     

    5.    Information
      Available. So
      long as the Registration Statement is effective covering the resale of Shares
      owned by the Investor, the Company will furnish (or, to the extent such
      information is available electronically through the Company’s filings with the
      SEC, the Company will make available) to the Investor: 

     

    (a)    as
      soon as practicable after it is available, one copy of (i) its Annual Report
      to
      Shareholders (which Annual Report shall contain financial statements audited
      in
      accordance with generally accepted accounting principles by a national firm
      of
      certified public accountants) and (ii) if not included in substance in the
      Annual Report to Shareholders, its Annual Report on Form 10-K (the foregoing,
      in
      each case, excluding exhibits); and,

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    (b)    upon
      the reasonable request of the Investor, an adequate number of copies of the
      Prospectuses to supply to any other party requiring such Prospectuses either
      in
      printed or electronic form.

     

    6.    Limits
      on Additional Issuances.
      Except for the issuance of stock options under the Company’s stock option plan,
      the issuance of warrants to purchase the Company’s common stock, or the issuance
      of common stock under
      the Company’s employee stock purchase plan or upon
      exercise of outstanding options and warrants and the offering contemplated
      hereby, the Company will not, for a period of three (3) months following the
      Closing Date, offer for sale or sell any securities unless, in the opinion
      of
      the Company’s counsel, such offer or sale does not jeopardize the availability
      of exemptions from the registration and qualification requirements under
      applicable securities laws with respect to the Offering. The foregoing shall
      not
      apply to securities issued in connection with any acquisition, including by
      way
      of merger, or purchase of stock or all or substantially all of the assets of
      any
      third party. The foregoing provisions shall not prevent the Company from filing
      a “shelf” registration statement pursuant to Rule 415 under the Securities Act,
      but the foregoing provisions shall apply to any sale of securities
      thereunder.

     

    7.    Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be delivered (A) if within the United States, by first-class
      registered or certified airmail, or nationally recognized overnight express
      courier, postage prepaid, or by facsimile, or (B) if from outside the United
      States, by International Federal Express (or comparable service) or facsimile,
      and shall be deemed given (i) if delivered by first-class registered or
      certified mail domestic, upon the Business Day received, (ii) if delivered
      by
      nationally recognized overnight carrier, one (1) Business Day after timely
      delivery to such carrier, (iii) if delivered by International Federal Express
      (or comparable service), two (2) Business Days after timely delivery to such
      carrier, (iv) if delivered by facsimile, upon electric confirmation of receipt
      and shall be addressed as follows, or to such other address or addresses as
      may
      have been furnished in writing by a party to another party pursuant to this
      paragraph: 

     

    (a)        
      if
      to the Company, to:

     

    Smart
      Online, Inc

    2530
      Meridian Parkway, 2nd
      Floor

    Durham,
      NC 27713

    Attention: James
      Gayton, Corporate Counsel

    Telephone: 
      (919) 765-5000

    


    with
      a copy to:.

    Smith,
      Anderson, Blount, Dorsett, 

    Mitchell
      & Jernigan, LLP

    2500
      Wachovia Capitol Center

    Raleigh,
      North Carolina 27602-2611

    Attention:
      Margaret N. Rosenfeld

    Telephone: (919)
      821-6714

    


    (b)       
      if
      to the Investor, at its address on the signature page to the Stock Purchase
      Agreement.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    8.    Amendments;
      Waiver. This
      Agreement may not be modified or amended except pursuant to an instrument in
      writing signed by the Company and the Investor. Any waiver of a provision of
      this Agreement must be in writing and executed by the party against whom
      enforcement of such waiver is sought.

     

    9.    Headings.
      The
      headings of the various sections of this Agreement have been inserted for
      convenience of reference only and shall not be deemed to be part of this
      Agreement. 

     

    10.       
      Entire
      Agreement; Severability. This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter hereof and supersedes all prior and
      contemporaneous agreements, negotiations and understandings between the parties,
      both oral and written relating to the subject matter hereof. If any provision
      contained in this Agreement is determined to be invalid, illegal or
      unenforceable in any respect, the validity, legality and enforceability of
      the
      remaining provisions contained herein shall not in any way be affected or
      impaired thereby. 

     

    11.       
      Governing
      Law. This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of Delaware,
      without giving effect to the principles of conflicts of law. 

     

    12.       
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other
      parties.

     

    


     

    


     

    [Remainder
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