AMENDMENT,
ACTION OR OMISSION TO ACT, OF THE PURCHASERS AFFECTED BY SUCH AMENDMENT, ACTION
OR OMISSION TO ACT.
(B)
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR OR
PERMITTED HEREUNDER SHALL BE MADE AS SET FORTH IN SECTION 10.4 OF THE PURCHASE
AGREEMENT.
(C)
ASSIGNMENTS AND TRANSFERS BY PURCHASERS.
THIS AGREEMENT AND ALL
THE RIGHTS AND OBLIGATIONS OF ANY PURCHASER HEREUNDER MAY BE ASSIGNED OR
TRANSFERRED TO ANY TRANSFEREE OR ASSIGNEE OF THE NOTES, WARRANTS OR REGISTRABLE
SECURITIES AS MAY BE PERMITTED UNDER THE PURCHASE AGREEMENT.
A PURCHASER MAY
MAKE SUCH ASSIGNMENT OR TRANSFER TO ANY TRANSFEREE OR ASSIGNEE OF ANY NOTE,
WARRANT, REGISTRABLE SECURITIES OR ADDITIONAL REGISTRABLE SECURITIES, PROVIDED
THAT (I) SUCH TRANSFER IS MADE EXPRESSLY SUBJECT TO THIS AGREEMENT AND THE
TRANSFEREE AGREES IN WRITING TO BE BOUND BY THE TERMS AND CONDITIONS HEREOF, AND
(II) THE COMPANY IS PROVIDED WITH WRITTEN NOTICE OF SUCH ASSIGNMENT.
(D)
ASSIGNMENTS AND TRANSFERS BY THE COMPANY.
THIS AGREEMENT MAY NOT
BE ASSIGNED BY THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASERS,
BUT AFTER NOTICE DULY GIVEN, THE COMPANY SHALL ASSIGN ITS RIGHTS AND DELEGATE
ITS DUTIES HEREUNDER TO ANY SUCCESSOR-IN-INTEREST CORPORATION, AND SUCH
SUCCESSOR-IN-INTEREST SHALL ASSUME SUCH RIGHTS AND DUTIES, IN THE EVENT OF A
MERGER OR CONSOLIDATION OF THE COMPANY WITH OR INTO ANOTHER CORPORATION OR THE
SALE OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS (AND IT SHALL BE A
CONDITION TO ANY SUCH MERGER, CONSOLIDATION OR SALE THAT SUCH
SUCCESSOR-IN-INTEREST ASSUME IN WRITING ALL OBLIGATIONS HEREUNDER).
(E)
BENEFITS OF THE AGREEMENT.
THE TERMS AND CONDITIONS OF THIS
AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE RESPECTIVE
PERMITTED SUCCESSORS AND ASSIGNS OF THE PARTIES.
NOTHING IN THIS AGREEMENT,
EXPRESS OR IMPLIED, IS INTENDED TO CONFER
10
UPON ANY PARTY OTHER THAN THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS ANY RIGHTS, REMEDIES, OBLIGATIONS, OR LIABILITIES UNDER OR BY REASON OF
THIS AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
(F)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT MAY BE
EXECUTED BY FACSIMILE.
(G)
TITLES AND SUBTITLES.
THE TITLES AND SUBTITLES USED IN THIS
AGREEMENT ARE USED FOR CONVENIENCE ONLY AND ARE NOT TO BE CONSIDERED IN
CONSTRUING OR INTERPRETING THIS AGREEMENT.
(H)
SEVERABILITY.
IF ONE OR MORE PROVISIONS OF THIS AGREEMENT ARE
HELD TO BE UNENFORCEABLE UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE EXCLUDED
FROM THIS AGREEMENT AND THE BALANCE OF THIS AGREEMENT SHALL BE INTERPRETED AS IF
SUCH PROVISION WERE SO EXCLUDED AND SHALL BE ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS TO THE FULLEST EXTENT PERMITTED BY LAW.
(I)
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.
(J)
ENTIRE