SUCH AMENDMENT, MODIFICATION, SUPPLEMENT, WAIVER, CONSENT
OR DEPARTURE WOULD ADVERSELY AFFECT THE RIGHTS, PREFERENCES OR PRIVILEGES OF ANY
INVESTOR DISPROPORTIONATELY WITH RESPECT TO THE RIGHTS, PREFERENCES AND
PRIVILEGES OF THE OTHER INVESTORS, SUCH INVESTOR'S CONSENT IN WRITING SHALL BE
REQUIRED; PROVIDED FURTHER, ANY PARTY HERETO MAY GIVE A WAIVER IN WRITING AS TO
ITSELF. NOTWITHSTANDING THE FOREGOING, A PERSON WHO PURCHASES REGISTRABLE
SECURITIES IN THE SECOND TRANCHE CLOSING (AS DEFINED IN THE PURCHASE AGREEMENT)
MAY BECOME A PARTY TO THIS AGREEMENT AS AN "INVESTOR" AND "DESIGNATED HOLDER" BY
EXECUTING A COUNTERPART OF THIS AGREEMENT WITHOUT ANY AMENDMENT OF THIS
AGREEMENT PURSUANT TO THIS SECTION OR CONSENT OR APPROVAL OF THE COMPANY (AND
EXHIBIT A SHALL BE UPDATED ACCORDINGLY).
8.7
AGGREGATION OF STOCK. ALL SHARES OF REGISTRABLE SECURITIES HELD OR
ACQUIRED BY AFFILIATED ENTITIES OR PERSONS OR ENTITIES OR PERSONS UNDER COMMON
MANAGEMENT OR CONTROL SHALL BE AGGREGATED TOGETHER FOR THE PURPOSE OF
DETERMINING THE AVAILABILITY OF ANY RIGHTS UNDER THIS AGREEMENT.
8.8
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH
WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT. THE PARTIES HERETO CONFIRM
THAT ANY FACSIMILE COPY OF ANOTHER PARTY'S EXECUTED COUNTERPART OF THIS
AGREEMENT (OR ITS SIGNATURE PAGE THEREOF) WILL BE DEEMED TO BE AN EXECUTED
ORIGINAL THEREOF.
8.9
HEADINGS. THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
8.10
GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. THE PARTIES HERETO
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
SITTING IN THE COUNTY OF NEW YORK, IN THE STATE OF NEW YORK OVER ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE AFFAIRS
OF THE COMPANY. TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, THE PARTIES HERETO IRREVOCABLY WAIVE AND AGREE NOT TO ASSERT, BY
WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT THEY ARE NOT SUBJECT TO
THE JURISDICTION OF ANY SUCH COURT, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
8.11
SEVERABILITY. IF ANY ONE OR MORE OF THE PROVISIONS CONTAINED
HEREIN, OR THE APPLICATION THEREOF IN ANY CIRCUMSTANCE, IS HELD INVALID, ILLEGAL
OR UNENFORCEABLE IN ANY RESPECT FOR ANY REASON, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF ANY SUCH PROVISION IN EVERY OTHER RESPECT AND OF THE REMAINING
PROVISIONS HEREOF SHALL NOT BE IN ANY WAY IMPAIRED, UNLESS THE PROVISIONS HELD
INVALID, ILLEGAL