THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
19
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
(K)
WAIVER OF VENUE.
EACH OF THE PARTIES TO THIS AGREEMENT
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, (I) ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT IN ANY COURT REFERRED TO IN SECTION 8(I) AND (II) THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.
(L)
CUMULATIVE REMEDIES.
THE REMEDIES PROVIDED HEREIN ARE CUMULATIVE
AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW.
(m)
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 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.
(N)
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO PERTAINING TO THE SUBJECT MATTER HEREOF, AND
SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL,
BETWEEN THE PARTIES, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(O)
HEADINGS; SECTION REFERENCES.
THE HEADINGS IN THIS AGREEMENT ARE
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE
MEANING HEREOF.
UNLESS OTHERWISE STATED, REFERENCES TO SECTIONS, SCHEDULES AND
EXHIBITS ARE TO THE SECTIONS, SCHEDULES AND EXHIBITS OF THIS AGREEMENT.
[THIS SPACE LEFT BLANK INTENTIONALLY]
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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.
DEERFIELD CAPITAL CORP.
By:
Name:
Title:
SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT
INVESTORS:
BOUNTY INVESTMENTS, LLC
By:
Name:
Title:
SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT
[ADDITIONAL INVESTOR]
By:
Name:
Title:
SIGNATURE PAGE TO THE REGISTRATION RIGHTS AGREEMENT
ANNEX A
PLAN OF DISTRIBUTION
The holders of Securities (defined below) selling or otherwise disposing of such
Securities pursuant hereto (the "Selling Securityholders") and any of their
pledgees, donees, transferees, assignees or other successors-in-interest may,
from time to time, sell, transfer or otherwise dispose of any or all of their
shares of common stock of the Company or other securities of the Company
included for public offering in